8-K

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) October 2, 2007

 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.

On October 2, 2007, the size of the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”), was expanded to nine (9) members, and on that date Mark Zupan 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 Audit Committee of the Board of Directors.

Mr. Zupan is Dean of the William E. Simon Graduate School of Business Administration at the University of Rochester.  He has held this position since January 1, 2004.  Mr. Zupan previously served as Dean and Professor of Economics at the University of Arizona’s Eller College of Management from 1997 to 2003.  Prior to that, Mr. Zupan taught at the University of Southern California’s Marshall School of Business, where he also served as Associate Dean of master degree programs.  He was a teaching fellow in Harvard’s Department of Economics while pursuing his doctoral studies at the Massachusetts Institute of Technology, and he has been a visiting faculty member at the Amos Tuck School of Business Administration at Dartmouth College.  Mr. Zupan holds a B.A. degree in economics from Harvard University and a Ph.D. in economics from the Massachusetts Institute of Technology.  Mr. Zupan also serves as a member of the Board of Directors of PAETEC Holding Corp., a publicly-traded company that provides worldwide communications services and also serves as a member of its Audit Committee.

The Board considers Mr. Zupan to be an independent director under applicable New York Stock Exchange requirements.  As a non-management member of the Board, Mr. Zupan will receive the same standard compensation paid to other non-management directors for service on the Board and its committees, which compensation is set forth at Exhibit 99.1 to this Form 8-K.  However, as Mr. Zupan 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 at which directors are elected.  Specifically, on October 2, 2007, Mr. Zupan (i) became entitled to a prorated annual retainer in the aggregate amount of $50,000; (ii) was granted an option to purchase 4,661 shares of the Company’s Class A Common Stock at an exercise price of $25.03 per share and with an exercise period of April 2, 2008 through October 2, 2017; and (iii) received an award of 1,331 restricted shares of the Company’s Class A Common Stock.  Subject to applicable provisions in the award document, the restricted stock will vest on October 2, 2008.  On October 2, 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 $25.03 per share.

There are no arrangements or understandings between Mr. Zupan and any other person pursuant to which he was selected either as a director or as a member of the Audit Committee, and there have been no transactions since the beginning of the Company’s fiscal year, or are currently proposed, regarding Mr. Zupan that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On October 3, 2007, Constellation Brands, Inc. (the “Company”) issued a news release announcing the election of Mark Zupan as a member of the Company’s Board of Directors.  A copy of the news release is furnished herewith as Exhibit 99.2 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 99.2, 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.

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 exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Description of Compensation Arrangements for Non-Management Directors
99.2	News Release of the Company dated October 3, 2007.

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:  October 4, 2007	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)	Description of Compensation Arrangements for Non-Management Directors.
(99.2)	News Release of Constellation Brands, Inc. dated October 3, 2007.
(100)	XBRL-RELATED DOCUMENTS
	Not Applicable.

EX-99.1

Exhibit 99.1

Description of Compensation Arrangements for Non-Management Directors

Following is a description of the current compensation arrangements for the non-management directors of Constellation Brands, Inc.:

The Company’s current compensation program for non-management directors for their services as directors includes cash, restricted stock, and stock option components.

The cash component consists of (i) an annual retainer of $60,000, payable in quarterly installments of $15,000 at the beginning of each fiscal quarter; (ii) a Board meeting fee of $2,500 for each Board meeting attended (which includes regular, special and annual Board meetings and attendance in person or by conference telephone); (iii) a committee meeting fee of $1,500 per meeting attended (including by conference telephone); and (iv) an annual fee of $12,000 (payable in quarterly installments of $3,000) to the Chair of the Audit Committee and an annual fee of $9,000 (payable in quarterly installments of $2,250) to the position of Chairs of each of the Human Resources Committee and the Corporate Governance Committee.

Long-term incentive awards in the form of options and restricted stock are another element of non-management director compensation.  Long-term incentive awards in the form of, among others, stock options, stock appreciation rights and restricted stock are available for grant under the Company’s Long-Term Stock Incentive Plan.  Each non-management director receives annually, if and as approved by the Board of Directors, a stock option grant and a restricted stock award.  The number of shares that may be subject to an annual option grant will not exceed the number obtained by dividing $140,000 by the closing price of a share of the Company’s Class A Common Stock on the date of the grant.  The number of shares of restricted stock that may be awarded is calculated by dividing the sum of $40,000 by the closing price of a share of the Company’s Class A Common Stock on the date of grant.  While the Board has the flexibility to determine at the time of each grant or award the vesting provisions for that grant or award, historically stock option grants vest six (6) months following the date of grant and annual awards of restricted stock vest one (1) year from the date of grant.  The Long-Term Stock Incentive Plan and the form of Terms and Conditions Memorandum provided to non-management directors who receive stock option grants are filed as Exhibits 99.1 and 99.3 to the Company’s Current Report on Form 8-K dated July 26, 2007 and filed July 27, 2007.  The form of restricted stock agreement provided to non-management directors who receive restricted stock awards is filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.

Non-management directors are reimbursed for reasonable expenses incurred in connection with their attendance at Board and committee meetings.  They also receive complimentary Company products having a value of up to $5,000 and are eligible to participate in a matching contribution program of the Company whereby they can direct a portion of the Company’s charitable contributions not in excess of $5,000.

Members of the Board of Directors who are members of management serve without receiving any additional fee or other compensation for their service on the Board.

EX-99.2

Exhibit 99.2

[LOGO]  Constellation

NEWS RELEASE

CONTACTS
Media	Investor Relations
Mike Martin – 585-218-3669 Angie Blackwell – 585-218-3842	Patty Yahn-Urlaub – 585-218-3838 Bob Czudak – 585-218-3668

Constellation Brands Adds Board Seat; University of Rochester’s

Simon School of Business Dean Mark Zupan Fills Position

FAIRPORT, N.Y., Oct., 3, 2007 – Constellation Brands, Inc. (NYSE: STZ; ASX: CBR), a leading international producer and marketer of beverage alcohol, today announced that its board of directors yesterday authorized an increase in board positions from eight to nine, and approved Mark Zupan, 48, to fill the new board seat effective immediately (Oct. 2, 2007).  Zupan is currently Dean of the highly regarded William E. Simon Graduate School of Business Administration at the University of Rochester (New York).

“We are fortunate to be able to tap into Mark’s business and academic acumen and bring his unique perspective to our company’s board,” stated Richard Sands, Constellation Brands chairman.  “We believe Mark will be a welcome and important addition to our board, and we look forward to his counsel and contributions in support of achieving our long-term corporate goals.”

A Rochester, N.Y., native, Zupan joined the University of Rochester’s Simon School as dean on Jan. 1, 2004, after faculty and administrative appointments at the University of Southern California (USC) in Los Angeles, then with the University of Arizona at Tucson from 1997 to 2003.  He has taught at Harvard University and Dartmouth College, is the co-author of two economic textbooks and has had articles published in major scholarly journals, trade periodicals and U.S. newspapers.

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Zupan has a Bachelor’s degree in economics from Harvard University and a Ph.D. in economics from the Massachusetts Institute of Technology (MIT), both in Cambridge, Mass.

About Constellation Brands

Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol in the wine, spirits and imported beer categories, with significant market presence in the U.S., Canada, U.K., Australia and New Zealand.  Based in Fairport, N.Y., the company has more than 250 brands in its portfolio, sales in approximately 150 countries and operates approximately 60 wineries, distilleries and distribution facilities.  It is the largest wine producer in the world; the largest wine company in the U.S. based upon sales dollar value, the largest wine company in the U.K., Australia and Canada; the second largest wine company in New Zealand; the largest beer importer and marketer in the U.S. through its Crown Imports joint venture with Mexico’s Grupo Modelo; and the third largest spirits company in the U.S.  Constellation Brands is an S&P 500 Index and Fortune 500® company.  Major brands in the company’s portfolio include Corona Extra, Black Velvet Canadian Whisky, the SVEDKA vodka line, Robert Mondavi wines, Ravenswood, Blackstone, Hardys, Banrock Station, Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs and Arbor Mist.  To learn more about Constellation Brands and its product portfolio visit the company’s Web site at www.cbrands.com.

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