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Delaware
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001-08495
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16-0716709
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
|
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370
Woodcliff Drive, Suite 300, Fairport,
NY 14450
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||
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(Address
of Principal Executive Offices)
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(Zip Code)
|
|
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Registrant's
telephone number, including area code
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(585)
218-3600
|
|
Not
Applicable
|
|
|
(Former
name or former address, if changed since last
report)
|
|
Check
the appropriate box below if the Form 8-K filing is intended
to
simultaneously satisfy the filing obligation of the registrant
under
any
of the following provisions (see General Instruction A.2.
below):
|
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM
5.02.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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·
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annual
Base Compensation of $510,000;
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·
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the
opportunity to receive an annual bonus under the Company’s Annual
Management Incentive Plan at a minimum of 17.5% and a maximum
of 140% of
Base Compensation based upon the Company’s financial performance. Mr.
Ryder is eligible to receive a full year’s bonus amount for the fiscal
year ending February 29, 2008, without being prorated.
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·
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upon
the approval of the Human Resources Committee at its next meeting,
which
is currently scheduled in June 2007, an option to purchase
150,000 shares
of the Company’s Class A Common Stock at an exercise price equal to the
closing price on the date of the option grant;
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·
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relocation
benefits paid in accordance with the Company’s Relocation Policy, which
includes coverage of reasonable and customary closing and relocation
expenses, including the relocation of all his and his family
members’
personal effects, but excluding home purchase;
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·
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four
(4) weeks paid time off each calendar year, until such time
as he may
become eligible for more paid time off under the Company’s paid time off
policy, as such policy is amended from time to time; and
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·
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Mr.
Ryder may participate in the Company’s other existing employee benefit
plans or programs in which he is eligible to participate under
the terms
of such plans or programs.
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·
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In
the event Mr. Ryder’s employment is terminated without cause, he will be
entitled to receive severance compensation equal to one year
of his
then-current Base Compensation plus his then-target bonus,
subject to his
entering into the Company’s standard form of severance agreement.
|
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ITEM
7.01.
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REGULATION
FD DISCLOSURE.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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|
(a)
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Financial
statements of businesses acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
|
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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Exhibits.
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| The following exhibit is furnished as part of this Current Report on Form 8-K: |
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Exhibit
No.
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Description
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||
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99.1
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News
release of the Company dated May 10,
2007.
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CONSTELLATION
BRANDS, INC.
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||
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Date:
May 11, 2007
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By:
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/s/
Thomas S.
Summer
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Thomas
S. Summer,
Executive
Vice President and
Chief
Financial Officer
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||
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Exhibit
No.
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Description
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|
(1)
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UNDERWRITING
AGREEMENT
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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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|
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
|
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Not
Applicable.
|
|
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
|
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Not
Applicable.
|
|
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
|
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Not
Applicable.
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|
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(14)
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CODE
OF ETHICS
|
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Not
Applicable.
|
|
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
|
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Not
Applicable.
|
|
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
|
|
Not
Applicable.
|
|
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
|
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Not
Applicable.
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|
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
|
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Not
Applicable.
|
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(24)
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POWER
OF ATTORNEY
|
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
|
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(99.1)
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News
release of Constellation Brands, Inc. dated May 10,
2007.
|
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(100)
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XBRL-RELATED
DOCUMENTS
|
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Not
Applicable.
|