Form: 8-K

Current report

July 24, 2026

Documents

0000016918false00000169182026-07-222026-07-22

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) July 22, 2026

CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware001-0849516-0716709
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

50 East Broad Street, Rochester, NY 14614
(Address of principal executive offices)              (Zip Code)

Registrant’s telephone number, including area code   (585) 678-7100

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):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Trading
Symbol(s)
Name of Each Exchange on Which Registered
Class A Common StockSTZNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐


Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 below, at the Annual Meeting (as defined below) held on July 22, 2026, the stockholders of Constellation Brands, Inc. (the “Company”) approved an amendment and restatement of the Constellation Brands, Inc. Long-Term Stock Incentive Plan (the “Plan”). The Plan, as amended and restated, has been adopted by the Company and is effective July 22, 2026. The amendment and restatement of the Plan effected the following modifications:

•Extended the term of the Plan through July 22, 2036.
•Established a reserve of 6,000,000 shares of the Company's Class A Common Stock for future grants under the Plan.
•Revised and refined the scope of the non-competition and for cause forfeiture provisions.
•Provided the ability, but not the requirement, to use fractional shares when settling equity awards.
•Supplemented existing share accounting provisions to prohibit shares that are reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options from again being available for issuance under the Plan.
•Inserted a new exception for compensation to a non-executive Board chair, lead independent director, or members of a special committee from the $750,000 limit with respect to cash compensation and equity compensation granted to any non-employee director in any fiscal year.
•Removed language previously necessary for the “performance-based compensation” deduction limit exception under Section 162(m) of the Internal Revenue Code of 1986, as amended.
•Revised the change in control definition to remove exceptions for certain permitted transfers amongst Sands family stockholders, as appropriate following the completion of the reclassification, exchange, and conversion of the Company’s common stock to eliminate the Class B Convertible Common Stock pursuant to the terms and conditions of the Reclassification Agreement among the Company and the applicable Sands family stockholders in November 2022.

A description and the full text of the Plan, as amended and restated, are included in the Proxy Statement. The description is a summary, does not purport to be complete, and is qualified in its entirety by reference the full text of the Plan. A copy of the Plan, as approved by the stockholders and adopted by the Company, is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Following the Annual Meeting, the Board of Directors (the “Board”) of the Company appointed E. Morgan Flatley to the Human Resources Committee.

Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held virtually on July 22, 2026. The final voting results on each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:

1.    Election of Directors.

The stockholders elected 12 nominees to the Board to serve for a one-year term extending until the 2027 annual meeting of stockholders and their successors are duly elected and qualified. The 12 directors were elected by a majority of the votes cast by the holders of the shares entitled to vote in person or represented by proxy at the Annual Meeting as set forth below:


NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Christopher J. Baldwin142,339,160 2,846,090 93,547 10,269,602 
Christy Clark144,007,266 1,150,117 121,414 10,269,602 
Jennifer M. Daniels136,337,322 8,008,448 933,027 10,269,602 
Nicholas I. Fink140,253,554 4,933,450 91,793 10,269,602 
E. Morgan Flatley144,809,610 376,215 92,972 10,269,602 
William T. Giles144,398,934 785,576 94,287 10,269,602 
Ernesto M. Hernández139,412,300 5,647,453 219,044 10,269,602 
José Manuel Madero Garza143,243,343 1,908,164 127,290 10,269,602 
Daniel J. McCarthy140,006,243 5,053,264 219,290 10,269,602 
Richard Sands128,831,253 16,347,364 100,180 10,269,602 
Robert Sands128,852,826 16,325,198 100,773 10,269,602 
Luca Zaramella143,602,182 1,579,495 97,120 10,269,602 

2.    Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 28, 2027.

The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027, as set forth below:

Votes For:149,792,033 
Votes Against:5,651,357 
Abstentions:105,009 
Broker Non-Votes:— 

3.    Proposal to Approve, by an Advisory Vote, the Compensation of the Company’s Named Executive Officers as Disclosed in the Proxy Statement.

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth below:

Votes For:137,687,386 
Votes Against:7,170,493 
Abstentions:420,918 
Broker Non-Votes:10,269,602 

4.    Proposal to Approve the Amendment and Restatement of the Company's Long-Term Stock Incentive Plan.

The stockholders approved the Amendment and Restatement of the Company's Long-Term Stock Incentive Plan as set forth below:

Votes For:141,885,558 
Votes Against:2,943,598 
Abstentions:449,641 
Broker Non-Votes:10,269,602 



Item 9.01Financial Statements and Exhibits.
INDEX TO EXHIBITS
Exhibit No.Description
10.1
10.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Designates management contract or compensatory plan or arrangement.


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.

Date: July 24, 2026CONSTELLATION BRANDS, INC.
By:/s/ Garth Hankinson
Garth Hankinson
Executive Vice President and
Chief Financial Officer