8-K: Current report filing
Published on April 7, 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) April 1,
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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(e) Compensatory
Arrangements of Certain Officers.
At a meeting held on April
1, 2008, the Human Resources Committee (the “Committee”) of the Board of
Directors (the “Board”) of Constellation Brands, Inc. (the “Company”) took the
following actions with regard to certain compensatory arrangements for certain
of the Company’s senior management personnel, including its Executive
Officers.
Approval
of Fiscal 2009 Base Salaries
The
Committee set annual base salaries, for the fiscal year ending February 28, 2009
(“FY 2009”), for the Company's Executive Officers. The
following table sets forth the annual base salary levels for Fiscal 2009 of
those Executive Officers identified below:
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Name
and Position
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FY
2009 Base Salary
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Richard
Sands,
Chairman
of the Board
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$1,114,048
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Robert
Sands,
President
and Chief
Executive Officer
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$1,081,500
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Alexander
L. Berk,
Chief
Executive Officer,
Constellation
Beers and Spirits
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$651,460
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Thomas
J. Mullin,
Executive
Vice President and
General
Counsel
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$476,451
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Robert
Ryder,
Executive
Vice President and
Chief
Financial Officer
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$530,400
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FY
2008 Incentive Awards
The
Committee determined the amount to be paid as annual incentive awards under the
Company’s Annual Management Incentive Plan (the “AMIP”) in accordance with its
2008 Fiscal Year Award Program for Executive Officers (the “2008
Program”). With respect to the Company’s Executive Officers, the
amounts of awards were calculated in accordance with the terms of the 2008
Program based on a percentage of base salary, depending upon the participant’s
management position, and achieved Company performance or achieved Company and
division performance during the plan year. Mr. Ryder became an
employee of the Company during the 2008 Fiscal Year and his employment
arrangement provided that for purposes of his annual incentive award, “Base
Salary” would be his salary on an annualized basis. With respect to
the other Executive Officers, “base salary” is base salary earned during the
fiscal year. Two individuals who became Executive Officers during the
2008 Fiscal Year also received incentive awards under the AMIP, and these
incentive awards were determined in a manner consistent with the awards
determined under the 2008 Program based on a percentage of base salary,
depending upon the participant’s management position, and a combination of
achieved Company performance and division performance for the plan
year.
Performance
targets for each of the Executive Officers were based upon:
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(1)
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"Earnings
Before Interest and Taxes" performance by the Company or applicable
division was measured for the period from March 1, 2007 through February
29, 2008.
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(2)
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“Free
Cash Flow,” which equals Net Cash Provided by (Used in) Operating
Activities minus Purchases of Property, Plant and
Equipment. “Free Cash Flow” was measured based on the Company’s
or the applicable division’s performance for the period from March 1, 2007
through February 29, 2008.
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The
following table sets forth the cash payments to those Executive Officers
identified below with respect to their annual incentive awards under the AMIP
for the fiscal year ended February 29, 2008:
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Name
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Award
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Richard
Sands
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$923,025
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Robert
Sands
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$835,663
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Alexander
L. Berk
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$211,629
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Thomas
J. Mullin
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$230,274
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Robert
Ryder
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$254,184
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FY
2008 Cash Bonus Awards
The
Committee awarded discretionary cash bonuses to the Company's current Executive
Officers in recognition of certain achievements and events that were not
otherwise reflected in the AMIP awards. Each current Executive
Officer was awarded a bonus amount equal to 36% of salary, other than Richard
Sands and Robert Sands who each were awarded a bonus amount equal to 62% of
salary, Alexander Berk who was awarded a bonus amount equal to 57% of salary and
two other Executive Officers who were respectively awarded a bonus amount equal to 9% of
salary. The following table sets forth the cash bonus awards of those
Executive Officers identified below:
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Name
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Award
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Richard
Sands
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$669,798
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Robert
Sands
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$606,403
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Alexander
L. Berk
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$360,516
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Thomas
J. Mullin
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$166,330
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Robert
Ryder
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$183,600
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Stock
Option Awards
The
Committee granted options to purchase shares of the Company's Class 1 Common
Stock under the Amended and Restated Long-Term Stock Incentive Plan (the
“Stock Plan”) to certain of the Company's management personnel,
including its Executive Officers. The following table sets forth
information regarding grants to those Executive Officers identified
below:
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Name
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Number
of Stock Options (1)
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Exercise
Price Per Share (2)
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Richard
Sands
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437,000
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$
19.12
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Robert
Sands
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424,300
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$
19.12
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Alexander
L. Berk
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178,900
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$
19.12
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Thomas
J. Mullin
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130,900
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$
19.12
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Robert
Ryder
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145,700
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$
19.12
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(1) Each
of the options granted has a 10-year term, subject to earlier termination upon
the occurrence of certain events related to termination of
employment. One-fourth of the options become exercisable on each of
the following anniversary dates: April 1, 2009, April 1, 2010, April 1, 2011 and
April 1, 2012 provided that the option holder remains employed on that
date. Under the terms of the Stock Plan, options become fully
exercisable immediately in the event of a change in control.
(2) The
exercise price is equal to the closing price of the Class A Common Stock on the
New York Stock Exchange on April 1, 2008.
Restricted
Stock Awards
The
Committee awarded shares of the Company's Class A Common Stock under
the Stock Plan to certain of the Company's management personnel,
including its Executive Officers, subject to the applicable provisions in the
Restricted Stock Award Agreement, the form of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference. On April 1, 2008,
which was the date of the restricted stock award, the closing price of the
Company’s Class A Common Stock was $19.12 per share. The following
table sets forth information regarding awards to those Executive Officers
identified below:
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Name
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Number
of Shares (1)
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Richard
Sands
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58,300
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Robert
Sands
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56,600
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Alexander
L. Berk
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20,500
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Thomas
J. Mullin
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15,000
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Robert
Ryder
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16,700
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(1) Each
of the awards is subject to earlier termination upon the occurrence of certain
events related to termination of employment. One-fourth of the
awarded shares vest on each of the following dates: May 1, 2009,
May 1, 2010, May 1, 2011 and May 1, 2012 provided that the
recipient of the award remains employed on that date. The awards can
vest at an earlier date upon the death or Disability (as that term is defined in
the Stock Plan) of the recipient of the award. Under the terms of the Stock
Plan, awards become fully vested in the event of a change in
control.
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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 filed 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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Form
of Employee Restricted Stock Award Agreement with respect to the Company’s
Amended and Restated Long-Term Stock Incentive
Plan.
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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: April
7, 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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Form
of Employee Restricted Stock Award Agreement with respect to the Company’s
Amended and Restated Long-Term Stock Incentive Plan.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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