form8k-040408.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)   April 1, 2008



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.)



    370 Woodcliff Drive, Suite 300, Fairport, NY  14450    
  (Address of Principal Executive Offices)                  (Zip Code)


Registrant’s telephone number, including area code  
  
(585) 218-3600


              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.
 
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:
 
 
Name and Position
FY 2009 Base Salary
Richard Sands,
Chairman of the Board
        $1,114,048        
Robert Sands,
President and Chief
Executive  Officer
$1,081,500        
Alexander L. Berk,
Chief Executive Officer,
Constellation Beers and Spirits
 
$651,460        
Thomas J. Mullin,
Executive Vice President and
General Counsel
$476,451        
Robert Ryder,
Executive Vice President and
Chief Financial Officer
$530,400        
 
 
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:

(1)
"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.

(2)
“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.

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:

 
Name
 
Award
Richard Sands
 
$923,025
Robert Sands
 
$835,663
Alexander L. Berk
 
 $211,629
 
Thomas J. Mullin
 
$230,274
 
Robert Ryder
$254,184

 
 
 

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:

 
 
Name
 
Award
Richard Sands
 
$669,798
Robert Sands
 
$606,403
Alexander L. Berk
 
$360,516
 
Thomas J. Mullin
 
$166,330
 
Robert Ryder
$183,600

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:

 
 
Name
 
Number of Stock Options (1)
 
Exercise Price Per Share (2)
 
Richard Sands
 
437,000
 
$ 19.12
 
Robert Sands
 
424,300
 
$ 19.12
 
Alexander L. Berk
 
178,900
 
$ 19.12
 
Thomas J. Mullin
 
130,900
 
$ 19.12
 
Robert Ryder
 
145,700
 
$ 19.12
                        
(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:

 
 
Name
 
Number of Shares (1)
Richard Sands
 
58,300
Robert Sands
 
56,600
Alexander L. Berk
 
 20,500
 
Thomas J. Mullin
 
15,000
 
Robert Ryder
16,700
                        
(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.


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 filed as part of this Current Report on Form 8-K:

 
Exhibit No.
  
Description
 
  99.1
  
Form of Employee Restricted Stock Award Agreement with respect to the Company’s Amended and Restated Long-Term Stock Incentive Plan.
 
 

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:  April 7, 2008
CONSTELLATION BRANDS, INC.
   
 
By:     /s/ Robert Ryder         
   
Robert Ryder
   
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)
  
Form of Employee Restricted Stock Award Agreement with respect to the Company’s Amended and Restated Long-Term Stock Incentive Plan.
     
(100)
  
XBRL-RELATED DOCUMENTS
     
   
Not Applicable.