--- schema_version: "secwatch.filing_event.v1" accession: "0000016918-23-000141" form_type: "8-K" ticker: "STZ" cik: "0000016918" company_name: "CONSTELLATION BRANDS, INC." filed_at: "2023-07-19T23:59:59+00:00" generated_at: "2026-06-13T06:25:27.262526+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Constellation Brands annual meeting elects 11 directors; appoints interim independent board chair ## Summary - Stockholders elected all 11 director nominees; Richard Sands (24.9M against) and Robert Sands (28.4M against) received highest opposition. - Ratification of KPMG as auditor approved (164.2M for, 3.6M against). - Advisory vote on executive compensation approved (136.4M for, 17.6M against); board set frequency to annual. - Two shareholder proposals on GHG emissions and circular packaging both failed (47.8M and 38.7M for, respectively). - Jose Manuel Madero Garza appointed interim independent Board Chair; search for permanent chair underway with external advisor. ## SEC filing metadata - accession: 0000016918-23-000141 - form_type: 8-K - ticker: STZ - cik: 0000016918 - company_name: CONSTELLATION BRANDS, INC. - filed_at: 2023-07-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/stz-20230718.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000016918-23-000141 - JSON: https://secwatch.observer/filing/0000016918-23-000141.json - Plain text: https://secwatch.observer/filing/0000016918-23-000141.txt ## Key facts - Shareholder Votes CONSTELLATION BRANDS, INC. shareholders rejected Stockholder proposal regarding greenhouse gas emissions at the 2023-07-18 meeting. - Outcome: failed - Meeting: 2023-07-18 source text: 5. Stockholder Proposal Regarding Greenhouse Gas Emissions . The stockholders did not approve a stockholder proposal regarding greenhouse gas emissions as set forth below: Votes For: 47,767,994 Votes Against: 105,301,304 Abstentions: 1,134,374 Broker Non-Votes: 13,771,290 evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm - Shareholder Votes CONSTELLATION BRANDS, INC. shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-07-18 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-07-18 source text: 4. Proposal to Approve, by an Advisory Vote, the Frequency of Future Advisory Votes Regarding Executive Compensation . The stockholders voted for one year as the preferred frequency of future advisory votes on executive compensation as set forth below: One Year: 152,625,791 Two Years: 116,848 Three Years: 1,314,316 Abstentions: 146,717 Broker Non-Votes: 13,771,290 evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm - Shareholder Votes CONSTELLATION BRANDS, INC. shareholders rejected Stockholder proposal regarding circular packaging at the 2023-07-18 meeting. - Outcome: failed - Meeting: 2023-07-18 source text: 6. Stockholder Proposal Regarding Circular Packaging . The stockholders did not approve a stockholder proposal regarding circular packaging as set forth below: Votes For: 38,718,684 Votes Against: 114,270,768 Abstentions: 1,214,220 Broker Non-Votes: 13,771,290 evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm - Shareholder Votes CONSTELLATION BRANDS, INC. shareholders approved Advisory vote on executive compensation at the 2023-07-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-18 source text: 3. Proposal to Approve, by an Advisory Vote, the Compensation of the Company’s Named Executive Officers as Disclosed in the Proxy Statement . The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as set forth below: Votes For: 136,360,930 Votes Against: 17,560,728 Abstentions: 282,014 Broker Non-Votes: 13,771,290 evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm - Shareholder Votes CONSTELLATION BRANDS, INC. shareholders approved Election of Directors at the 2023-07-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-18 source text: 1. Election of Directors . The stockholders elected eleven nominees to the Company's Board of Directors to serve for a one-year term extending until the 2024 annual meeting of stockholders and their successors are duly elected and qualified. The eleven directors were elected by a majority of the votes cast by the holders of the shares entitled to vote in person or represented by proxy at the Annual Meeting as set forth below: Nominee Votes For Votes Against Abstentions Broker Non-Votes Christy Clark 149,176,934 4,907,022 119,716 13,771,290 Jennifer M. Daniels 139,932,256 14,152,561 118,855 13,771,290 Nicholas I. Fink 150,953,855 3,124,729 125,088 13,771,290 Ernesto M. Hernández 143,821,110 10,253,776 128,786 13,771,290 Susan Somersille Johnson 148,603,512 5,481,936 118,224 13,771,290 José Manuel Madero Garza 146,661,695 7,418,032 123,945 13,771,290 Daniel J. McCarthy 146,598,624 7,470,841 134,207 13,771,290 William A. Newlands 152,225,058 1,851,638 126,976 13,771,290 Richard Sands 129, evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm - Shareholder Votes CONSTELLATION BRANDS, INC. shareholders approved Ratification of KPMG LLP as independent auditor at the 2023-07-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-18 source text: 2. Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 29, 2024. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024, as set forth below: Votes For: 164,246,085 Votes Against: 3,610,428 Abstentions: 118,449 Broker Non-Votes: — evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000001691823000141/0000016918-23-000141-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.