CONSTELLATION BRANDS, INC. — Board/Management Information 2008

May 21, 2008

8-K 1 form8k-052108.htm FORM 8K 052108 form8k-052108.htm Licensed to: Constellation Brands, inc. Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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) May 21, 2008

| CONSTELLATION
BRANDS, INC.­ |
| --- |
| (Exact
name of registrant as specified in its
charter) |

Delaware	001-08495	16-0716709
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

370 Woodcliff Drive, Suite 300, Fairport, NY 14450

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (585) 218-3600

| 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):

| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

The Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Constellation Brands, Inc. (the “Company”) determined that it was appropriate to formalize and standardize the employment arrangements with respect to the Company’s current executive officers (collectively, the “Executive Officers” and individually, an “Executive Officer”). To that end, on May 21, 2008, the Company and each of its Executive Officers, including persons who are expected to be “named executive officers” in the proxy statement for the Company’s 2008 annual meeting, entered into executive employment agreements (collectively, the “Employment Agreements” and individually, an “Employment Agreement”). The Employment Agreements supersede any currently existing employment agreements or employment letter arrangements between an Executive Officer and the Company or its affiliates.

In general, each Employment Agreement contains provisions concerning terms of employment, voluntary and involuntary termination, retirement, severance payments, and other termination benefits including the continuation of perquisites. Richard Sands, Chairman of the Board, and Robert Sands, President and Chief Executive Officer, have substantially similar Employment Agreements and the form of their Employment Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K. Other than with respect to the Employment Agreement with Jose F. Fernandez, Chief Executive Officer, Constellation Wines North America, and the Employment Agreement with Alexander L. Berk, Chief Executive Officer, Constellation Beers and Spirits, the form of the Employment Agreement the Company has entered into with each other Executive Officer is filed as Exhibit 99.2 to this Current Report on Form 8-K. Mr. Fernandez’s Employment Agreement and Mr. Berk’s Employment Agreement are filed, respectively, as Exhibits 99.3 and 99.4 to this Current Report on Form 8-K.

The term of each of the Employment Agreements runs from May 21, 2008 until February 28, 2011, provided that on February 28, 2011, and on each subsequent anniversary thereof, the term shall automatically be extended by the parties for an additional one-year period, until the Company or its applicable affiliate gives the Executive Officer notice, not less than 180 days prior to February 28, 2011, or an anniversary thereof, of a decision not to extend the Employment Agreement for an additional one-year period.

The Employment Agreements provide for an initial annual base salary level for each Executive Officer, which may be adjusted upwards by the Committee. The following table sets forth the initial, annual base salary levels set forth in the Employment Agreements for those Executive Officers identified below:

| Name
And Position | Initial
Base Salary |
| --- | --- |
| Richard
Sands, Chairman
of the Board | $1,114,048 |
| Robert
Sands, President
and Chief Executive Officer | $1,081,500 |
| Alexander
L. Berk, Chief
Executive Officer, Constellation
Beers and Spirits | $
651,460 |
| Thomas
J. Mullin, Executive
Vice President and General
Counsel | $
476,451 |
| Robert
Ryder, Executive
Vice President and Chief
Financial Officer | $
530,400 |

Each Employment Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code, as amended. The Employment Agreements for each of the Chairman of the Board and the President and Chief Executive Officer provide for a cash payment equal to three (3) times base salary and three (3) times the average annual bonus paid to the Executive Officer over the prior three fiscal years, as well as the continuation of certain benefits and perquisites for a period of three (3) years, in the event the Employment Agreement expires or his employment is terminated due to his death or Disability, by him for a Good Reason Termination, due to his Retirement, or by the Company for any reason other than a For Cause Termination (as each term is defined in the Employment Agreement). The Employment Agreement for each other Executive Officer provides for a cash payment equal to two (2) times base salary and two (2) times the average annual bonus paid to the Executive Officer over the prior three fiscal years, as well as the continuation of certain benefits and perquisites for a period of two (2) years, in the event the Employment Agreement expires or his employment is terminated due to his death or Disability, by him for a Good Reason Termination, due to his Retirement, or by the Company for any reason other than a For Cause Termination (as each term is defined in the Employment Agreement). Each Executive Officer (including Messrs. Richard Sands and Robert Sands) would also receive up to 18 months of outplacement services under these circumstances.

In addition, the Employment Agreements contain restrictions upon the Executive Officers’ ability, during and after the period of employment, to use confidential information or trade secrets of the Company, to provide services that are competitive with the Company, and to solicit or induce employees to terminate their employment relationships with the Company.

The Employment Agreement with Mr. Fernandez also reflects certain payments and benefits that are applicable during his term of employment for so long as the Company requires him to maintain two primary business locations. As Mr. Berk is employed by Barton Incorporated, a wholly-owned subsidiary of the Company, both Barton Incorporated and the Company are parties to the Employment Agreement with Mr. Berk.

The preceding description of the Employment Agreements is a summary and is qualified in its entirety by the forms of Employment Agreement filed herewith as Exhibits 99.1 through 99.4, all of which Exhibits 99.1 through 99.4 are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

| (a) | Financial
statements of businesses acquired. |
| --- | --- |
| | Not
applicable. |
| (b) | Pro
forma financial information. |
| | Not
applicable. |
| (c) | Shell
company transactions. |
| | Not
applicable. |
| (d) | Exhibits. |
| | The
following exhibits are filed as part of this Current Report on Form
8-K: |

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Form
of Executive Employment Agreement between Constellation Brands, Inc. and
its Chairman of the Board and its President and Chief Executive
Officer. |
| 99.2 | Form
of Executive Employment Agreement between Constellation Brands, Inc. and
its other Executive Officers (other than Messrs. Fernandez and
Berk). |
| 99.3 | Executive
Employment Agreement dated May 21, 2008 between Constellation Brands, Inc.
and Jose Fernandez. |
| 99.4 | Executive Employment
Agreement dated May 21, 2008 between Constellation Brands, Inc., Barton
Incorporated and Alexander L.
Berk. |

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.

| Date: May
21, 2008 |
| --- |
| By: /s/ Robert
Ryder |
| Robert
Ryder |
| Executive
Vice President and Chief
Financial Officer |

INDEX TO EXHIBITS

Exhibit No. Description

| (1) | UNDERWRITING
AGREEMENT |
| --- | --- |
| | Not
Applicable. |
| (2) | PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION |
| | Not
Applicable. |
| (3) | ARTICLES
OF INCORPORATION AND BYLAWS |
| | Not
Applicable. |
| (4) | INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES |
| | Not
Applicable. |
| (7) | CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW |
| | Not
Applicable. |
| (14) | CODE
OF ETHICS |
| | Not
Applicable. |
| (16) | LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT |
| | Not
Applicable. |
| (17) | CORRESPONDENCE
ON DEPARTURE OF DIRECTOR |
| | Not
Applicable. |
| (20) | OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS |
| | Not
Applicable. |
| (23) | CONSENTS
OF EXPERTS AND COUNSEL |
| | Not
Applicable. |
| (24) | POWER
OF ATTORNEY |
| | Not
Applicable. |
| (99) | ADDITIONAL
EXHIBITS |
| (99.1) | Form
of Executive Employment Agreement between
Constellation Brands, Inc. and its Chairman of the Board and its President
and Chief Executive Officer. |
| (99.2) | Form
of Executive Employment Agreement between Constellation Brands, Inc. and
its Other Executive Officers (other than Messrs. Fernandez and
Berk). |
| (99.3) | Executive
Employment Agreement dated May 21, 2008 between Constellation Brands, Inc.
and Jose Fernandez. |
| (99.4) | Executive Employment
Agreement dated May 21, 2008 between Constellation Brands, Inc., Barton
Incorporated and Alexander L. Berk. |
| (100) | XBRL-RELATED
DOCUMENTS |
| | Not
Applicable. |