Constellation Brands adds two independent directors, enters cooperation with Elliott

CONSTELLATION BRANDS, INC.

Appointed Luca Zaramella (CFO of Mondelēz) and William Giles (former CFO of AutoZone) as independent directors effective July 18.
Entered into Cooperation and Information Sharing Agreements with Elliott Investment Management, including standstill and voting commitments.
Board size expanded from 11 to 13 members; directors will serve until the 2024 annual meeting.
Company plans to host an investor day later this year to update on strategy and outlook.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

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

Appointed

Luca Zaramella

Director

STZ · CONSTELLATION BRANDS, INC.

Effective: 2023-07-18
Filed: July 18, 2023, 7:59 PM ET

On July 18, 2023, the size of the Board was expanded from 11 to 13 members in order to allow for the Board to appoint William T. Giles and Luca Zaramella to serve as members of the Board effective immediately.

Appointed

William T. Giles

Director

STZ · CONSTELLATION BRANDS, INC.

Effective: 2023-07-18
Filed: July 18, 2023, 7:59 PM ET

On July 18, 2023, the size of the Board was expanded from 11 to 13 members in order to allow for the Board to appoint William T. Giles and Luca Zaramella to serve as members of the Board effective immediately.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Luca Zaramella was appointed as Director at CONSTELLATION BRANDS, INC..

Action: appointed
Role: Director

Exact text from the filing

On July 18, 2023, the size of the Board was expanded from 11 to 13 members in order to allow for the Board to appoint William T. Giles and Luca Zaramella to serve as members of the Board effective immediately.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

William T. Giles was appointed as Director at CONSTELLATION BRANDS, INC..

Action: appointed
Role: Director

Exact text from the filing

On July 18, 2023, the size of the Board was expanded from 11 to 13 members in order to allow for the Board to appoint William T. Giles and Luca Zaramella to serve as members of the Board effective immediately.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

CONSTELLATION BRANDS, INC. entered into Cooperation Agreement with Elliott Investment Management L.P. valued at Appointment of two new independent directors, board size limit, standstill and voting commitments (effective 2023-07-18).

Action: entry
Counterparty: Elliott Investment Management L.P.
Value: Appointment of two new independent directors, board size limit, standstill and voting commitments
Effective: 2023-07-18

Exact text from the filing

On July 18, 2023, Constellation Brands, Inc. (“Constellation” or the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P. and certain of its affiliates (collectively, “Elliott”) regarding the composition of the Company’s Board of Directors (the “Board”) and related matters.

View on SEC.gov

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CONSTELLATION BRANDS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-188873

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