Constellation Brands to eliminate Class B stock; each share to get 1 Class A share + $64.64 cash

CONSTELLATION BRANDS, INC.

Each of 23.2M Class B shares to convert into 1 Class A share plus $64.64 cash; up to $500M cash may be substituted with additional Class A shares.
Approval needed from majority of combined voting power, majority of Class B shares, and at least 50.3% of unaffiliated Class A shares; Sands family (~60% voting power) agreed to vote in favor.
Robert and Richard Sands to retire as Executive Chairman and Vice Chairman upon closing, becoming Non-Executive Chairman and a Board member.
Post-closing: Sands family retains board nomination rights (2 directors if >10% ownership, 1 if >5% for 5 yrs, then 1 if >5%) and 3-yr transfer restrictions.
Closing expected in H2 2022; outside date June 30, 2023.

item 1.01 item 5.02 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Role change

Robert Sands

Non-Executive Chairman of the Board

STZ · CONSTELLATION BRANDS, INC.

Filed: June 30, 2022, 7:59 PM ET

Pursuant to the Reclassification Agreement, the Company shall take all necessary action so that Messrs. Robert and Richard Sands become, as applicable, Non-Executive Chairman of the Board and a Board member, respectively, as of and immediately following the Effective Time.

Role change

Richard Sands

Board member

STZ · CONSTELLATION BRANDS, INC.

Filed: June 30, 2022, 7:59 PM ET

Pursuant to the Reclassification Agreement, the Company shall take all necessary action so that Messrs. Robert and Richard Sands become, as applicable, Non-Executive Chairman of the Board and a Board member, respectively, as of and immediately following the Effective Time.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Sands was appointed as Non-Executive Chairman of the Board at CONSTELLATION BRANDS, INC..

Action: appointed
Role: Non-Executive Chairman of the Board

Exact text from the filing

Pursuant to the Reclassification Agreement, the Company shall take all necessary action so that Messrs. Robert and Richard Sands become, as applicable, Non-Executive Chairman of the Board and a Board member, respectively, as of and immediately following the Effective Time.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Richard Sands was appointed as Board member at CONSTELLATION BRANDS, INC..

Action: appointed
Role: Board member

Exact text from the filing

Pursuant to the Reclassification Agreement, the Company shall take all necessary action so that Messrs. Robert and Richard Sands become, as applicable, Non-Executive Chairman of the Board and a Board member, respectively, as of and immediately following the Effective Time.

View on SEC.gov

CONSTELLATION BRANDS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-22-186309

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