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 28, 2011
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.
At a meeting held on April 28, 2011, the Human Resources Committee (the “Committee”) of the Board of Directors of Constellation Brands, Inc. (the “Company”) took the following actions with regard to certain compensatory arrangements for its executive officers.
Criteria for 2012 Fiscal Year Incentive Award
The Committee adopted the 2012 Fiscal Year Award Program for Executive Officers (the “2012 Program for Executive Officers”), thereby establishing the performance criteria and bonus opportunity under the Company’s Annual Management Incentive Plan, as amended (the “AMIP”), for the Company’s fiscal year ending February 29, 2012. Pursuant to the 2012 Program for Executive Officers, potential incentive awards for the Company’s 2012 fiscal year, if any, will equal 0.5% of the Company’s “Earnings Before Interest and Taxes” for each of Richard Sands and Robert Sands and 0.25% of “Earnings Before Interest and Taxes” for each other executive officer, all as calculated under the AMIP and the 2012 Program for Executive Officers and measured for the period from March 1, 2011 through February 29, 2012. The Committee reserves the right to exercise its negative discretion at the end of the Company’s 2012 Fiscal Year to reduce the amounts calculated in the preceding sentence to a bonus payment for each of the Company's executive officers that the Committee believes to be appropriate based on such quantitative and qualitative factors as it deems appropriate, including but not limited to the Company’s performance.
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 29, 2011 | | CONSTELLATION BRANDS, INC. |
| | |
| | By: /s/ Robert Ryder |
| | | Robert Ryder |
| | | Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
| (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 |
| | |
| | Not Applicable. |
| | |
| (100) | XBRL-RELATED DOCUMENTS |
| | |
| | Not Applicable. |
| | |
| (101) | INTERACTIVE DATA FILE |
| | |
| | Not Applicable. |
