---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-282062"
form_type: "8-K"
ticker: "STZ"
cik: "0000016918"
company_name: "CONSTELLATION BRANDS, INC."
filed_at: "2022-11-10T23:59:59+00:00"
generated_at: "2026-06-21T23:10:25.119228+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Constellation Brands completes elimination of Class B stock, pays $1.5B cash, governance changes

## Summary
- Each Class B share converted into one Class A share plus $64.64 cash; total cash ~$1.5B.
- Financing via $1.0B term loan and ~$500M commercial paper; annual interest expense expected $80-90M.
- Robert Sands retired as Executive Chairman, appointed Non-Executive Chairman; Richard Sands retired as Exec Vice Chair, remains director.
- Class B stock delisted from NYSE; only Class A (STZ) remains listed.
- Stockholders approved with ~75% of unaffiliated Class A votes; governance changes include majority vote standard for director elections.

## SEC filing metadata
- accession: 0001193125-22-282062
- form_type: 8-K
- ticker: STZ
- cik: 0000016918
- company_name: CONSTELLATION BRANDS, INC.
- filed_at: 2022-11-10T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 3.03, 5.03, 5.02, 5.07, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/d302868d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-282062
- JSON: https://secwatch.observer/filing/0001193125-22-282062.json
- Plain text: https://secwatch.observer/filing/0001193125-22-282062.txt

## Key facts
- Debt Financings
  CONSTELLATION BRANDS, INC. incurred term loan of $1.0 billion with Bank of America, N.A., as administrative agent, and the lenders party thereto.
  - Instrument: term loan
  - Principal: $1.0 billion
  - Counterparty: Bank of America, N.A., as administrative agent, and the lenders party thereto
  - Event: incurrence
  source text: On November 10, 2022, the Company borrowed $1.0 billion under the delayed draw term loan credit agreement (the “ Credit Agreement ”) dated as of August 9, 2022, by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm
- Executive change
  Robert Sands was appointed as Non-Executive Chairman of the Board at CONSTELLATION BRANDS, INC..
  - Action: appointed
  - Role: Non-Executive Chairman of the Board
  source text: Mr. Robert Sands retired from his position as Executive Chairman of the Board and (ii) the board of directors of the Company (the “ Board ”) appointed him as Non-Executive Chairman of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm
- Executive change
  Richard Sands retired as non-executive member of the Board at CONSTELLATION BRANDS, INC..
  - Action: retired
  - Role: non-executive member of the Board
  source text: Mr. Richard Sands retired from his position as Executive Vice Chairman of the Board, and he will continue to serve as a non-executive member of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm
- Governance Changes
  CONSTELLATION BRANDS, INC.: The Company filed an Amended and Restated Charter with the Secretary of State of Delaware to give effect to the reclassification of its Class B common stock (effective 2022-11-10).
  - Change: charter amendment
  - Effective: 2022-11-10
  source text: On November 10, 2022, the Company filed the Amended and Restated Charter with the Secretary of the State of the State of Delaware, giving effect to the Reclassification, effective as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm
- Shareholder Votes
  CONSTELLATION BRANDS, INC. shareholders approved Approve and adopt the Amended and Restated Charter to effectuate the reclassification of Class A Common Stock at the 2022-11-09 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2022-11-09
  source text: Proposal 1 - Reclassification Proposal A proposal to approve and adopt the Amended and Restated Charter, which would effectuate the Reclassification, was approved as set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.