{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-186309","form_type":"8-K","ticker":"STZ","cik":"0000016918","company_name":"CONSTELLATION BRANDS, INC.","filed_at":"2022-06-30T23:59:59+00:00","discovered_at":"2026-05-14T18:04:01.861541+00:00","generated_at":"2026-06-24T22:04:50.448623+00:00","sec_items":["1.01","5.02","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Constellation Brands to eliminate Class B stock; each share to get 1 Class A share + $64.64 cash","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-186309","json":"https://secwatch.observer/filing/0001193125-22-186309.json","markdown":"https://secwatch.observer/filing/0001193125-22-186309.md","text":"https://secwatch.observer/filing/0001193125-22-186309.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/0001193125-22-186309-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/d376390d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-24T22:04:50.448623+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"488da43368","claim":"Robert Sands was appointed as Non-Executive Chairman of the Board at CONSTELLATION BRANDS, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/0001193125-22-186309-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Non-Executive Chairman of the Board"}],"fact_type":"executive_change"},{"claim_id":"f1eaf4bf5d","claim":"Richard Sands was appointed as Board member at CONSTELLATION BRANDS, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/0001193125-22-186309-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Board member"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}