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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 7, 2022
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-08495 | 16-0716709 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
207 High Point Drive, Building 100, Victor, NY 14564
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (585) 678-7100
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| Not Applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Class A Common Stock | STZ | New York Stock Exchange |
| Class B Common Stock | STZ.B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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| Item 7.01 | Regulation FD Disclosure. |
On March 7, 2022, Constellation Brands, Inc. (“Constellation” or the “Company”) issued a news release, a copy of which release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing certain changes in the Company’s senior management personnel.
References to Constellation’s website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
On March 7, 2022, the Company announced that K. Kristann Carey, age 51, has been promoted to Executive Vice President and Chief Human Resources Officer, effective May 9, 2022, and Thomas M. Kane, Executive Vice President and Chief Human Resources Officer, will retire from such role effective May 9, 2022. Ms. Carey has served as the Company’s Senior Vice President, Human Resources, Beer Division since February 2019. From July 2018 until December 2020, she performed the role of Chief Diversity Officer. From July 2017 until January 2019, she served as Chief Compliance Officer and from November 2015 until January 2019, she served as Senior Vice President and General Counsel, Beer Division. From June 2013 until November 2015, she served as Vice President and Associate General Counsel, Beer Division. Before joining the Company, Ms. Carey served in roles of increasing responsibility with McDonald’s Corporation from January 2005 until June 2013, most recently as Senior Counsel. Prior to joining McDonald’s Corporation, she worked at the law firms of Seyfarth Shaw LLP from January 2003 through January 2005 and Cassiday, Schade & Gloor LLP from October 1998 until January 2003. Mr. Kane will work closely with Ms. Carey on transition plans over the next few months ensuring continuity of Constellation’s people strategy.
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| Item 9.01 | Financial Statements and Exhibits. |
For the exhibit that is furnished herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
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| Exhibit No. | Description |
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| (99) | ADDITIONAL EXHIBITS |
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| (99.1) | |
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| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: March 7, 2022 | CONSTELLATION BRANDS, INC. |
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| By: | /s/ Garth Hankinson |
| | Garth Hankinson |
| | Executive Vice President and
Chief Financial Officer |
CONSTELLATION BRANDS ANNOUNCES KRIS CAREY TO BECOME CHIEF HUMAN RESOURCES OFFICER
Tom Kane, current EVP and Chief Human Resources Officer, to retire in May 2022
VICTOR, N.Y., March 7, 2022 - Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced today that Kris Carey has been promoted to Executive Vice President and Chief Human Resources Officer, effective May 9, 2022. Carey will join the company’s Executive Management Committee (EMC) and have oversight responsibility for all aspects of Constellation’s HR support, HR operations, benefits, and global total rewards programs. Tom Kane, who has been with Constellation for nine years and currently serves as Constellation’s EVP and Chief Human Resources Officer will retire in May 2022 and will work closely with Carey on transition plans over the next few months ensuring continuity of Constellation’s people strategy.
“We believe one of the foundational elements of our continued success is purposeful and intentional succession planning of our leaders,” said Bill Newlands, Constellation’s President and Chief Executive Officer. “During Tom’s tenure as CHRO he successfully led our HR organization and business through extraordinary times of growth and most recently some of the most unprecedented social and employee welfare concerns of our time, and now he is passing the baton to a proven and trusted leader who has been instrumental in helping us foster an inclusive and winning culture. I look forward to working with Kris to continue to invest in one of our most valuable assets – our stellar talent.”
Carey has held several roles with increased levels of responsibility across Constellation since joining the company in 2013 as VP and Associate General Counsel for its Beer Division. Two years later, she was promoted to SVP and General Counsel for Constellation’s Beer Division, and she subsequently assumed responsibility as the company’s Chief Compliance Officer. Carey has also been a key leader in Constellation’s Diversity, Equity, and Inclusion programs, and served as the company’s first Chief Diversity Officer. She joined the company’s HR team in 2019 as SVP, Human Resources supporting its Beer Division.
“I’m grateful for the mentorship and guidance Tom has provided me over the years and I’m extremely proud to succeed him as Constellation’s next CHRO,” said Carey. “I’m looking forward to lending my counsel and perspective as an EMC member and partnering with my talented colleagues across the business in continuing to cultivate an inclusive culture and work environment for all employees.”
“I’ve had an extremely rewarding and fulfilling career during my time at Constellation and I’m proud to have been part of an organization that truly values their people,” said Kane. “I have great confidence in Kris as a leader and I wish her many years of continued success.”
ABOUT CONSTELLATION BRANDS
At Constellation Brands (NYSE: STZ and STZ.B), our mission is to build brands that people love because we believe sharing a toast, unwinding after a day, celebrating milestones, and helping people connect, are Worth Reaching For. It’s worth our dedication, hard work, and the bold calculated risks we take to deliver more for our consumers, trade partners, shareholders, and communities in which we live and work. It’s what has made us one of the fastest-growing large CPG companies in the U.S. at retail, and it drives our pursuit to deliver what’s next.
Today, we are a leading international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Every day, people reach for our high-end, iconic imported beer brands such as Corona Extra, Corona Light, Corona Premier, Modelo Especial, Modelo Negra, and Pacifico, and our high-quality premium wine and spirits brands, including the Robert Mondavi brand family, Kim Crawford, Meiomi, The Prisoner brand family, SVEDKA Vodka, Casa Noble Tequila, and High West Whiskey.
But we won’t stop here. Our visionary leadership team and passionate employees from barrel room to boardroom are reaching for the next level, to explore the boundaries of the beverage alcohol industry and beyond. Join us in discovering what’s Worth Reaching For.
To learn more, follow us on Twitter @cbrands and visit www.cbrands.com.
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| MEDIA CONTACTS | INVESTOR RELATIONS CONTACTS |
Mike McGrew 773-251-4934 / michael.mcgrew@cbrands.com Amy Martin 585-678-7141 / amy.martin@cbrands.com | Patty Yahn-Urlaub 585-678-7483 / patty.yahn-urlaub@cbrands.com |
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| Kris Carey | Tom Kane |
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| SVP, Human Resources | EVP and Chief Human Resources Officer |
