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): May 18, 2022
MOLSON COORS BEVERAGE COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number: 001-14829
| Delaware | | 84-0178360 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
P.O. Box 4030, NH353, Golden, Colorado 80401
111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, Canada H3C 2M1
(Address of principal executive offices, including zip code)
(303) 279-6565 / (514) 521-1786
(Registrant’s telephone number, including area code)
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:
¨ 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 Symbols | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 | | TAP.A | | New York Stock Exchange |
| Class B Common Stock, par value $0.01 | | TAP | | New York Stock Exchange |
| 1.25% Senior Notes due 2024 | | TAP | | New 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2022, the Board of Directors (the “Board”) of Molson Coors Beverage Company (the “Company”) approved an amendment and restatement of the bylaws of the Company (the “Amended Bylaws”), effective as of such date.
Among other matters, the Amended Bylaws (i) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, (ii) amend the existing forum selection bylaw to provide that the federal district courts of the United States of America shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended, (iii) clarify the power of the Board to postpone, reschedule or cancel any annual or special meeting of stockholders previously scheduled by the Board, (iv) adopt gender neutral pronoun designations and (v) make certain administrative, modernizing, clarifying and confirming changes. The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 18, 2022 in Golden, Colorado. The Company's stockholders voted on three proposals that are described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2022. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1:
Votes of the Company's Class A and Class B common stock, respectively, regarding the election of the persons named below as directors for a one-year term were as follows:
| CLASS A DIRECTOR NOMINEE | | For | | | Withheld | | | Broker Non-Votes | |
| Julia M. Brown | | 5,057,165 | | | 210 | | | 12,101 | |
| David S. Coors | | 5,055,240 | | | 2,135 | | | 12,101 | |
| Peter H. Coors | | 5,055,242 | | | 2,133 | | | 12,101 | |
| Mary Lynn Ferguson-McHugh | | 5,057,115 | | | 260 | | | 12,101 | |
| Gavin D.K. Hattersley | | 5,057,113 | | | 262 | | | 12,101 | |
| Andrew T. Molson | | 5,055,286 | | | 2,089 | | | 12,101 | |
| Geoffrey E. Molson | | 5,055,242 | | | 2,133 | | | 12,101 | |
| Nessa O'Sullivan | | 5,057,119 | | | 256 | | | 12,101 | |
| Louis Vachon | | 5,057,066 | | | 309 | | | 12,101 | |
| Leroy J. Williams, Jr. | | 5,057,120 | | | 255 | | | 12,101 | |
| James "Sandy" A. Winnefeld, Jr. | | 5,057,072 | | | 303 | | | 12,101 | |
| CLASS B DIRECTOR NOMINEE | | For | | | Withheld | | | Broker Non-Votes | |
| Roger G. Eaton | | 163,010,961 | | | 6,170,817 | | | - | |
| Charles M. Herington | | 162,293,335 | | | 6,888,443 | | | - | |
| H. Sanford Riley | | 133,174,284 | | | 36,007,494 | | | - | |
Proposal 2:
Votes of the Company's Class A and Class B common stock, together as a single class, regarding the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:
| For | | Against | | | Abstain | | | Broker Non-Votes | |
| 165,677,982 | | 8,323,312 | | | 237,859 | | | 12,101 | |
Proposal 3:
Votes of the Company's Class A common stock regarding the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows:
| For | | Against | | | Abstain | | | Broker Non-Votes | |
| 5,069,310 | | 166 | | | 0 | | | N/A | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Signature
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.
| | | | MOLSON COORS BEVERAGE COMPANY |
| | | | |
| Date: | May 23, 2022 | By: | /s/ Tracey I. Joubert |
| | | | Tracey I. Joubert |
| | | | Chief Financial Officer |
