8-K: Current report filing
Published on February 21, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) February 19,
2008
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CONSTELLATION
BRANDS,
INC.
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(Exact
name of registrant as specified in its
charter)
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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
(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s telephone number, including area code
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(585)
218-3600
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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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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On
February 19, 2008, the size of the
Board of Directors of Constellation Brands, Inc. (“Constellation” or the
“Company”), was expanded to ten (10) members, and on that date Peter M. Perez
was elected to serve as a member of the Board of Directors, filling the
additional Board seat. Also on that date he was appointed as a member
of the Human Resources Committee of the Board of Directors.
Mr.
Perez
is Executive Vice President, Human Resources of ConAgra Foods, Inc., a packaged
food company. He has held this position since June
2007. Mr. Perez previously served as Senior Vice President, Human
Resources of ConAgra Foods, Inc. from December 2003 until June
2007. Prior to that, Mr. Perez was Senior Vice President, Human
Resources of W. W. Grainger, Inc., a supplier of facilities maintenance and
other products, from December 2001 to December 2003. From February
2001 until December 2001 he was Chief Human Resources Officer of Alliant
Foodservice, a wholesale food distributor and from November 1997 to December
2000 he was Senior Vice President, Human Resources of Pepsi-Cola General
Bottlers and had held the position Vice President of Human Resources of
Pepsi-Cola General Bottlers from February 1995 until November 1997.
The
Board
considers Mr. Perez to be an independent director under applicable New York
Stock Exchange requirements. As a non-management member of the Board,
Mr. Perez will receive the same standard compensation paid to other
non-management directors for service on the Board and its committees, which
compensation is set forth at Exhibit 99.1 to this Form 8-K. However,
as Mr. Perez is being elected outside the annual meeting timeframe, the amount
of his annual retainer, annual option grant and restricted stock award has
been
prorated from the date of his election to the scheduled date of the Company’s
next annual meeting of stockholders at which directors are
elected. Specifically, on February 19, 2008, Mr. Perez (i) became
entitled to a prorated annual retainer in the aggregate amount of $27,500;
(ii)
was granted an option to purchase 3,114 shares of the Company’s Class 1 Common
Stock at an exercise price of $20.60 per share and with an exercise period
of
August 19, 2008 through February 19, 2018; and (iii) received an award of
889
restricted shares of the Company’s Class A Common Stock. Subject to
applicable provisions in the award document, the restricted stock will vest
on
February 19, 2009. On February 19, 2008, which was the date of the
option grant and the restricted stock award, the closing price of the Company’s
Class A Common Stock was $20.60 per share.
There
are no arrangements or
understandings between Mr. Perez and any other person pursuant to which he
was
selected either as a director or as a member of the Human Resources Committee,
and there have been no transactions since the beginning of the Company’s fiscal
year, or are currently proposed, regarding Mr. Perez that are required to
be
disclosed by Item 404(a) of Regulation S-K.
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Item
7.01.
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Regulation
FD Disclosure.
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On
February 19, 2008, Constellation Brands, Inc. (the “Company”) issued a news
release announcing the election of Peter M. Perez as a member of the Company’s
Board of Directors. A copy of the news release is furnished herewith
as Exhibit 99.2 and is incorporated herein by reference.
References
to Constellation’s website in the release do not incorporate by reference the
information on such website into this Current Report on Form 8-K and
Constellation disclaims any such incorporation
by
reference. The information in the news release attached as Exhibit
99.2 is incorporated by reference into this Item 7.01 in satisfaction of
the
public disclosure requirements of Regulation FD. This information is
“furnished” and not “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, and is not otherwise subject to the liabilities of
that
section. It may be incorporated by reference in another filing under
the Securities Exchange Act of 1934 or the Securities Act of 1933 only if
and to
the extent such subsequent filing specifically references the information
incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a) |
Financial
statements of businesses acquired.
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Not
applicable.
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(b) |
Pro
forma financial information.
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Not
applicable.
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(c) |
Shell
company transactions.
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Not
applicable.
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(d) |
Exhibits.
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The
following exhibits are 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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99.1
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Description
of Compensation Arrangements for Non-Management
Directors.
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99.2
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News
Release of the Company dated February 19,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: February
20, 2008
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CONSTELLATION
BRANDS, INC.
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By: /s/
Robert Ryder
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Robert
Ryder
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Executive
Vice President and
Chief
Financial Officer
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INDEX
TO EXHIBITS
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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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(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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(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
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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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(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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Description
of Compensation Arrangements for Non-Management
Directors.
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(99.2)
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News
Release of Constellation Brands, Inc. dated February 19,
2008.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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