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EX-99.1 - EXHIBIT 99.1 - CONSTELLATION BRANDS, INC.stzex_99-1.htm



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) January 25, 2016


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

Delaware
001-08495
16-0716709
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

207 High Point Drive, Building 100, Victor, NY 14564
(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):

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))






Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Compensatory Arrangements of Certain Officers

On January 25, 2016, the Human Resources Committee of the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”) set new annual base salaries for certain of the Company’s Executive Officers, which salaries are effective January 26, 2016. The following table sets forth the new annual base salary level of the Executive Officer identified below:

Name and Position
New Annual
Base Salary
David Klein,
Executive Vice President and
Chief Financial Officer

$600,000



Item 7.01.
Regulation FD Disclosure.

On January 25, 2016, Constellation issued a news release, a copy of which release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing executive appointments in the Beer and Wine & Spirits Divisions.

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 99.1 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. Such information 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.


Item 8.01.
Other Events.

Effective January 26, 2016, (i)  William F. Hackett assumed the role of Chairman, Beer Division while remaining an Executive Vice President of the Company, (ii)  F. Paul Hetterich assumed the role of President, Beer Division while remaining an Executive Vice President of the Company, (iii)  William A. Newlands assumed the role of President, Wine & Spirits Division, while remaining an Executive Vice President of the Company, and (iv)  John A. (Jay) Wright assumed the role of President, Canadian Business, while remaining an Executive Vice President of the Company.







Item 9.01.
Financial Statements and Exhibits.

(a)
Financial statements of businesses acquired.

Not applicable.

(b)
Pro forma financial information.

Not applicable.

(c)
Shell company transactions.

Not applicable.

(d)
Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No.
Description
99.1
News release of Constellation Brands, Inc. dated January 25, 2016.







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: January 26, 2016
CONSTELLATION BRANDS, INC.
 
 
 
By:
/s/ David Klein
 
 
David Klein
 
 
Executive Vice President and
Chief Financial Officer







INDEX TO EXHIBITS
Exhibit No.
Description
 
 
(1)
UNDERWRITING AGREEMENT
 
 
 
Not Applicable.
 
 
(2)
PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
 
 
 
Not Applicable.
 
 
(3)
ARTICLES OF INCORPORATION AND BYLAWS
 
 
 
Not Applicable.
 
 
(4)
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
 
 
 
Not Applicable.
 
 
(7)
CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
 
 
 
Not Applicable.
 
 
(14)
CODE OF ETHICS
 
 
 
Not Applicable.
 
 
(16)
LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
 
 
 
Not Applicable.
 
 
(17)
CORRESPONDENCE ON DEPARTURE OF DIRECTOR
 
 
 
Not Applicable.
 
 
(20)
OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
 
 
 
Not Applicable.
 
 
(23)
CONSENTS OF EXPERTS AND COUNSEL
 
 
 
Not Applicable.
 
 
(24)
POWER OF ATTORNEY
 
 
 
Not Applicable.
 
 
(99)
ADDITIONAL EXHIBITS
 
 
(99.1)
News release of Constellation Brands, Inc. dated January 25, 2016.
 
 
(100)
XBRL-RELATED DOCUMENTS
 
 
 
Not Applicable.
 
 
(101)
INTERACTIVE DATA FILE
 
 
 
Not Applicable.
 
 
(106)
STATIC POOL PDF
 
 
 
Not Applicable.