/EIN News/ — VICTOR, NY, Nov. 09, 2022 (GLOBE NEWSWIRE) — Constellation Brands (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced that its shareholders approved and adopted at a special meeting this afternoon an amended and restated charter, which will implemented the previously announced elimination of the Common Class B Constellation. Store. Following the completion of the transaction and the cessation of trading of the Class B common stock, Constellation’s publicly traded stock will consist of a single class of Class A common stock, with “one share, one vote” rights. “.
According to the preliminary results announced at the special meeting, subject to certification by the Independent Election Inspector, approximately 75% of the issued and outstanding shares of Class A common stock held by unaffiliated Class A holders have voted to approve the amended and updated charter. . Final voting results will be reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission upon certification by Constellation’s Inspector of Elections. Constellation currently expects the reclassification to be completed prior to the opening of trading on the New York Stock Exchange on November 10, 2022.
“I want to thank our shareholders for their support and approval of this important transition to align the voting rights and economic interests of our common stock,” said Bill Newlands, President and CEO of Constellation. “This change improves Constellation’s corporate governance profile and capital structure, allowing us to better meet the expectations of our existing shareholders and potentially attract a larger investor base. With other significant governance enhancements approved as part of the reclassification agreement, we now have an even stronger foundation to pursue our strategic growth initiatives and capital allocation priorities to create shareholder value.
As part of the Reclassification Transaction, the Company plans to implement a number of previously announced corporate governance changes, including:
- Robert and Richard Sands, who previously served as Executive Chairman of the Board and Executive Vice Chairman of the Board, respectively, will retire from their leadership roles at Constellation once the transaction is completed.
- Robert Sands will become non-executive chairman of the board of directors and Richard Sands will continue as a non-executive member of the board of directors following the transaction
- The Sands family will initially have the right to appoint two members to the company’s board of directors for the next 5 years as long as they own 10% or more of the issued and outstanding shares of Class A common stock, and to appoint one member of the company’s board of directors. Board for the next 5 years and beyond as long as they own 5% or more of the issued and outstanding shares of Class A common stock
- Holders of Class A common stock, which recently had the right to elect approximately 30% of the directors to be elected at the company’s 2022 annual meeting of shareholders, will now have the right to elect all directors at elect at future annual meetings of shareholders and
- Certain standstill and blocking provisions for the Sands family; limitations on the ability of the Sands family, directors and officers to pledge common stock of the Company; a short-term rotation of the Independent Lead Director position; and the transition to a majority voting standard for uncontested director elections.
ABOUT CONSTELLATION BRANDS
At Constellation Brands (NYSE: STZ and STZ.B), our mission is to create brands people love because we believe sharing a toast, unwinding after a day, celebrating milestones and helping people connect are worth achieving. It’s worth the dedication, hard work and bold calculated risks we take to deliver more to our consumers, business partners, shareholders and the communities in which we live and work. This is what has made us one of the fastest growing large CPG companies in the United States in the retail industry, and it drives our pursuit of the next step.
Today we are one of the leading international producers and distributors of beer, wine and spirits with operations in the United States, Mexico, New Zealand and Italy. Every day people search for our iconic premium imported beer brands such as Corona Extra, Corona Light, Corona Premier, Modelo Especial, Modelo Negra and Pacifico, our fine wine and craft spirits brands including The Prisoner Wine Company, Robert Mondavi Winery, Casa Noble Tequila and High West Whiskey, as well as our premium wine brands such as Meiomi and Kim Crawford.
But we won’t stop there. Our visionary leadership team and passionate employees, from the keg room to the boardroom, reach to the next level, to explore the boundaries of the beverage alcohol industry and beyond. Join us to find out what’s worth reaching for.
This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to the future plans and objectives of Constellation’s management and board of directors, as well as information regarding expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or will occur.
Forward-looking statements are based on management’s current expectations and should not be construed as a guarantee that such results will actually occur. All forward-looking statements speak only as of the date of this press release, and Constellation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or other.
Statements in this communication regarding Constellation and the Reclassification Transaction that are forward-looking, including projections as to the expected benefits of the proposed transaction, the impact of the proposed transaction on Constellation’s business and future corporate governance profile , capital structure, financial and operating results, strategic growth initiatives and capital allocation priorities after the closing of the proposed transaction, and the closing date of the proposed transaction, are based on the estimates , management’s assumptions and projections, and are subject to important uncertainties and other factors, many of which are beyond Constellation’s control. These factors include, among others, (1) delays or failure of reclassification, (2) the ability to recognize the anticipated benefits of reclassification, (3) Constellation’s ability to successfully execute its strategic objectives, and ( 4) the effect of the completion of the proposed reclassification on the market price of Constellation’s share capital. The foregoing discussion of important factors should not be construed as complete and should be read in conjunction with the other cautionary statements included elsewhere. Additional information regarding risks that could cause actual future performance or events to differ from current expectations can be found in Constellation’s filings with the Securities and Exchange Commission, including the risk factors discussed in the last Constellation’s annual report on Form 10-K for the fiscal year. ended February 28, 2022 and Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2022.
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