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OFFON

CONSTELLATION BRANDS, INC.

(STZ)
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CONSTELLATION BRANDS, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

07/23/2021 | 08:41am EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Stockholders (the "Annual Meeting") of Constellation Brands, Inc. was held on July 20, 2021.


(b) At the Annual Meeting, the stockholders of the Company elected Christy
Clark, Jennifer M. Daniels, Nicholas I. Fink, Jerry Fowden, Ernesto M.
Hernandez, Susan Somersille Johnson, James A. Locke III, Jose Manuel Madero
Garza, Daniel J. McCarthy, William A. Newlands, Richard Sands, Robert Sands, and
Judy A. Schmeling as directors of the Company to serve until the next annual
meeting of stockholders and until their respective successors are elected and
qualified. The other matters considered at the Annual Meeting were a proposal to
ratify the selection of KPMG LLP as the Company's independent registered public
accounting firm for the fiscal year ending February 28, 2022; a proposal to
approve, by an advisory vote, the compensation of the Company's named executive
officers as disclosed in the Company's definitive proxy statement dated May 26,
2021 and filed with the Securities and Exchange Commission on June 3, 2021 (the
"Proxy Statement"); and a shareholder proposal regarding board and top
management diversity. The final results of voting on each of the matters
submitted to a vote of stockholders are as follows:

1. Election of Directors.


At the Annual Meeting, the holders of the Class A Common Stock (the "Class A
Stock"), voting as a separate class, elected the Company's slate of director
nominees designated to be elected by the holders of the Class A Stock, and the
holders of the Class A Stock and the holders of the Company's Class B Common
Stock (the "Class B Stock"), voting together as a single class with holders of
Class A Stock having one (1) vote per share and holders of Class B Stock having
ten (10) votes per share, elected the Company's slate of director nominees
designated to be elected by the holders of the Class A Stock and the Class B
Stock. The thirteen directors described above were elected by a plurality of the
votes cast as set forth below:

Nominee                                          Votes For                      Votes Withheld                     Broker Non-Votes
Directors Elected by the Holders of Class A Stock (voting as a separate class)
Christy Clark                                     134,753,225                        2,005,301                         15,664,757
Jerry Fowden                                       76,413,208                       60,345,318                         15,664,757
Ernesto M. Hernandez                              134,365,311                        2,393,215                         15,664,757
Susan Somersille Johnson                          133,594,554                        3,163,972                         15,664,757
Directors Elected by the Holders of Class A Stock and Class B Stock (voting together as a single class)
Jennifer M. Daniels                               362,985,428                        2,546,848                         18,184,677
Nicholas I. Fink                                  364,152,451                        1,379,825                         18,184,677
James A. Locke III                                283,159,224                       82,373,052                         18,184,677
Jose Manuel Madero Garza                          362,972,992                        2,559,284                         18,184,677
Daniel J. McCarthy                                362,962,829                        2,569,447                         18,184,677
William A. Newlands                               359,656,463                        5,875,813                         18,184,677
Richard Sands                                     356,130,106                        9,402,170                         18,184,677
Robert Sands                                      353,618,646                       11,913,630                         18,184,677
Judy A. Schmeling                                 306,671,701                       58,860,575                         18,184,677


2. Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2022.


At the Annual Meeting, the holders of Class A Stock and the holders of Class B
Stock, voting together as a single class with holders of Class A Stock having
one (1) vote per share and holders of Class B Stock having ten (10) votes per
share, ratified the selection of KPMG LLP as the Company's independent
registered public accounting firm for the fiscal year ending February 28, 2022,
as set forth below:


--------------------------------------------------------------------------------



                         Votes For:            382,108,503
                         Votes Against:          1,544,045
                         Abstentions:               64,405
                         Broker Non-Votes:               -


3. Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.


At the Annual Meeting, the holders of Class A Stock and the holders of Class B
Stock, voting together as a single class with holders of Class A Stock having
one (1) vote per share and holders of Class B Stock having ten (10) votes per
share, approved, on an advisory basis, the compensation of the named executive
officers as disclosed in the Proxy Statement, as set forth below:

                         Votes For:            347,275,042
                         Votes Against:         17,990,426
                         Abstentions:              266,808
                         Broker Non-Votes:      18,184,677


4. Shareholder proposal regarding board and top management diversity.


At the Annual Meeting, the holders of Class A Stock and the holders of Class B
Stock, voting together as a single class with holders of Class A Stock having
one (1) vote per share and holders of Class B Stock having ten (10) votes per
share, did not approve the shareholder proposal regarding Board and top
management diversity, as set forth below:

                         Votes For:             44,176,595
                         Votes Against:        316,456,528
                         Abstentions:            4,899,153
                         Broker Non-Votes:      18,184,677


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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