8-K: Current report filing
Published on May 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) May 21,
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.
The Human Resources Committee (the
“Committee”) of the Board of Directors (the “Board”) of Constellation Brands,
Inc. (the “Company”) determined that it was appropriate to formalize and
standardize the employment arrangements with respect to the Company’s current
executive officers (collectively, the “Executive Officers” and individually, an
“Executive Officer”). To that end, on May 21, 2008, the Company and
each of its Executive Officers, including persons who are expected to be “named
executive officers” in the proxy statement for the Company’s 2008 annual
meeting, entered into executive employment agreements (collectively, the
“Employment Agreements” and individually, an “Employment
Agreement”). The Employment Agreements supersede any currently
existing employment agreements or employment letter arrangements between an
Executive Officer and the Company or its affiliates.
In
general, each Employment Agreement contains provisions concerning terms of
employment, voluntary and involuntary termination, retirement, severance
payments, and other termination benefits including the continuation of
perquisites. Richard Sands, Chairman of the Board, and Robert Sands,
President and Chief Executive Officer, have substantially similar Employment
Agreements and the form of their Employment Agreement is filed as Exhibit 99.1
to this Current Report on Form 8-K. Other than with respect to the
Employment Agreement with Jose F. Fernandez, Chief Executive Officer,
Constellation Wines North America, and the Employment Agreement with Alexander
L. Berk, Chief Executive Officer, Constellation Beers and Spirits, the form of
the Employment Agreement the Company has entered into with each other Executive
Officer is filed as Exhibit 99.2 to this Current Report on Form
8-K. Mr. Fernandez’s Employment Agreement and Mr. Berk’s Employment
Agreement are filed, respectively, as Exhibits 99.3 and 99.4 to this Current
Report on Form 8-K.
The term of each of the Employment
Agreements runs from May 21, 2008 until February 28, 2011, provided that on
February 28, 2011, and on each subsequent anniversary thereof, the term shall
automatically be extended by the parties for an additional one-year period,
until the Company or its applicable affiliate gives the Executive
Officer notice, not less than 180 days prior to February 28, 2011, or an
anniversary thereof, of a decision not to extend the Employment Agreement for an
additional one-year period.
The
Employment Agreements provide for an initial annual base salary level for each
Executive Officer, which may be adjusted upwards by the
Committee. The following table sets forth the initial, annual base salary levels set forth in the Employment Agreements
for those Executive Officers identified below:
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Name
And Position
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Initial
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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Each
Employment Agreement is intended to comply with the provisions of Section 409A
of the Internal Revenue Code, as amended. The Employment Agreements
for each of the Chairman of the Board and the President and Chief Executive
Officer provide for a cash payment equal to three (3) times base salary and
three (3) times the average annual bonus paid to the Executive Officer over the
prior three fiscal years, as well as the continuation of certain benefits and
perquisites for a period of three (3) years, in the event the Employment
Agreement expires or his employment is terminated due to his death or
Disability, by him for a Good Reason Termination, due to his Retirement, or by
the Company for any reason other than a For Cause Termination (as each term is
defined in the Employment Agreement). The Employment Agreement for
each other Executive Officer provides for a cash payment equal to two (2) times
base salary and two (2) times the average annual bonus paid to the Executive
Officer over the prior three fiscal years, as well as the continuation of
certain benefits and perquisites for a period of two (2) years, in the event the
Employment Agreement expires or his employment is terminated due to his death or
Disability, by him for a Good Reason Termination, due to his Retirement, or by
the Company for any reason other than a For Cause Termination (as each term is
defined in the Employment Agreement). Each Executive Officer
(including Messrs. Richard Sands and Robert Sands) would also receive up to 18
months of outplacement services under these circumstances.
In
addition, the Employment Agreements contain restrictions upon the Executive
Officers’ ability, during and after the period of employment, to use
confidential information or trade secrets of the Company, to provide services
that are competitive with the Company, and to solicit or induce employees to
terminate their employment relationships with the Company.
The Employment Agreement with Mr.
Fernandez also reflects certain payments and benefits that are applicable during
his term of employment for so long as the Company requires him to maintain two
primary business locations. As Mr. Berk is employed by Barton
Incorporated, a wholly-owned subsidiary of the Company, both Barton Incorporated
and the Company are parties to the Employment Agreement with Mr.
Berk.
The
preceding description of the Employment Agreements is a summary and is qualified
in its entirety by the forms of Employment Agreement filed herewith as Exhibits
99.1 through 99.4, all of which Exhibits 99.1 through 99.4 are incorporated by
reference herein.
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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 exhibits are 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 Executive Employment Agreement between Constellation Brands, Inc. and
its Chairman of the Board and its President and Chief Executive
Officer.
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| 99.2 | Form of Executive Employment Agreement between Constellation Brands, Inc. and its other Executive Officers (other than Messrs. Fernandez and Berk). | ||
| 99.3 |
Executive
Employment Agreement dated May 21, 2008 between Constellation Brands, Inc.
and Jose Fernandez.
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| 99.4 | Executive Employment Agreement dated May 21, 2008 between Constellation Brands, Inc., Barton Incorporated and Alexander L. Berk. |
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: May
21, 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 Executive Employment Agreement between Constellation Brands, Inc. and its Chairman of the Board and its President and Chief Executive Officer. | |
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(99.2)
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Form
of Executive Employment Agreement between Constellation Brands, Inc. and
its Other Executive Officers (other than Messrs. Fernandez and
Berk).
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(99.3)
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Executive
Employment Agreement dated May 21, 2008 between Constellation Brands, Inc.
and Jose Fernandez.
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(99.4)
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Executive Employment
Agreement dated May 21, 2008 between Constellation Brands, Inc., Barton
Incorporated and Alexander L. Berk.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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