On April 4, 2007, the size of the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”), was expanded to eight (8) members, and on that date Peter H. Soderberg was elected to serve as a member of the Board of Directors, filling the additional Board seat. Also on that date he was appointed as a member of the Human Resources Committee of the Board of Directors.
Mr. Soderberg is President and Chief Executive Officer of Hillenbrand Industries, Inc., a public holding company for two major operating businesses providing products serving the health care and funeral services industries: Hill-Rom Company and Batesville Casket Company. He has served in this capacity since March 2006. Mr. Soderberg previously served from January 2000 to March 2006 as President and Chief Executive Officer of Welch Allyn, Inc., a privately held global technology and manufacturing company. Before that, he was Group Vice President and Chief Operating Officer of Welch Allyn’s medical products business. Prior to joining Welch Allyn in 1993, Mr. Soderberg was employed by Johnson & Johnson at which he served in a variety of operations, marketing and management positions, primarily related to consumer products.
The Board considers Mr. Soderberg to be an independent director under applicable New York Stock Exchange requirements. As a non-management member of the Board, Mr. Soderberg will receive the same standard compensation paid to other non-management directors for service on the Board and its committees, which compensation has been disclosed previously in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2006 filed by the Company with the United States Securities and Exchange Commission on October 10, 2006. However, as Mr. Soderberg is being elected outside the annual meeting timeframe, the amount of his annual retainer, annual option grant and restricted stock award has been prorated from the date of his election to the scheduled date of the Company’s next annual meeting of stockholders. Specifically, on April 4, 2007, Mr. Soderberg (i) became entitled to a prorated annual retainer in the amount of $20,000; (ii) was granted an option to purchase 1,120 shares of the Company’s Class A Common Stock at an exercise price of $20.82 per share and an exercise period of October 4, 2007 through April 4, 2017; and (iii) received an award of 640 restricted shares of the Company’s Class A Common Stock. Subject to applicable provisions in the award document, the restricted stock will vest on April 4, 2008. On April 4, 2007, which was the date of the option grant and the restricted stock award, the closing price of the Company’s Class A Common Stock was $20.82 per share.
There are no arrangements or understandings between Mr. Soderberg and any other person pursuant to which he was selected either as a director or as a member of the Human Resources Committee, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Soderberg that are required to be disclosed by Item 404(a) of Regulation S-K.
ITEM 7.01 | REGULATION FD DISCLOSURE. |
On April 9, 2007, Constellation Brands, Inc. (the “Company”) issued a news release announcing the election of Peter H. Soderberg as a member of the Company’s Board of Directors. A copy of the news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
References to the Company’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference. The information in this Current Report on Form 8-K, including 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. The information in this Item 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It 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.
