8-K 1 form8k-072310.htm FORM 8-K 072310 form8k-072310.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)  July 22, 2010

 
   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 5.07.
Submission of Matters to a Vote of Security Holders.
 
(a)           The Annual Meeting of Stockholders (the “Annual Meeting”) of Constellation Brands, Inc. (the “Company”) was held on July 22, 2010.

(b)   At the Annual Meeting, the stockholders of the Company elected Jerry Fowden, Barry A. Fromberg, Jeananne K. Hauswald, James A. Locke III, Richard Sands, Robert Sands, Paul L. Smith and Mark Zupan as directors of the Company to serve until the next Annual Meeting and until their respective successors are elected and qualified.  The only other matter considered at the Annual Meeting was a proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2011.  The final results of voting on each of the matters submitted to a vote of stockholders are as follows:

1.    Election of Directors.

At the Annual Meeting, the holders of the Company’s Class A Common Stock (the “Class A Stock”), voting as a separate class, elected the Company’s slate of director nominees designated to be elected by the holders of the Class A Stock voting as a separate class, and the holders of Class A Stock and the Company’s Class B Common Stock (the “Class B Stock”), voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, elected the Company’s slate of director nominees designated to be elected by the holders of the Class A Stock and Class B Stock voting together as a single class.  The eight directors described in (a) above were elected by a plurality of the votes cast, as set forth below:

Nominee
      Votes For
      Withheld
      Broker Non-Votes
  
   
Directors Elected by the Holders of Class A Stock:
  
Jeananne K. Hauswald
   108,245,750      46,819,894      12,846,777     
Paul L. Smith
   151,979,679        3,085,965      12,846,777     
         
Directors Elected by the Holders of Class A Stock and Class B Stock:
Jerry Fowden
   383,303,954      1,958,510      18,729,457     
Barry A. Fromberg
   383,293,433      1,969,031      18,729,457     
James A. Locke III
   329,677,921    55,584,543          18,729,457     
Richard Sands
   380,483,517      4,778,947      18,729,457     
Robert Sands
   380,795,664      4,466,800      18,729,457     
Mark Zupan
   383,293,441      1,969,023      18,729.457     


2.             Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2011.

At the Annual Meeting, the holders of Class A Stock and the holders of Class B Stock, voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2011, as set forth below:
 
       
 
Votes For:
   402,119,567     
 
Votes Against:
   1,735,408         
 
Abstentions:
   136,946     
 
Broker Non-Votes:
    -0-       

 
 
 

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:  July 23, 2010
CONSTELLATION BRANDS, INC.
   
 
By:     /s/ Thomas J. Mullin      
   
Thomas J. Mullin
   
Executive Vice President and
General Counsel