Morgan Flatley joins Constellation Brands (NYSE: STZ) board as new independent director
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Constellation Brands, Inc. expanded its Board of Directors from eleven to twelve members and elected Morgan (E.) Flatley as a new independent director effective May 20, 2026. Flatley, age 52, is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald’s Corporation.
She brings extensive global brand-building and food and beverage industry experience, including prior senior marketing roles at PepsiCo. The Board determined she qualifies as an independent director under New York Stock Exchange rules. As a non-management director, she will receive prorated cash retainers and restricted stock unit awards under Constellation’s non-management director compensation program.
Flatley’s committee assignments will be set later. Constellation also issued a news release on May 21, 2026, furnished as Exhibit 99.1 under Regulation FD, highlighting her election and noting that her appointment continues the company’s broader board refreshment process.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after change: 12 members
Previous board size: 11 members
Age of new director: 52 years
+2 more
5 metrics
Board size after change
12 members
Board expanded from eleven to twelve members on May 20, 2026
Previous board size
11 members
Board expanded from eleven to twelve members on May 20, 2026
Age of new director
52 years
Morgan Flatley’s age as disclosed in the director biography
Effective date of election
May 20, 2026
Date Morgan Flatley’s board service began
News release date
May 21, 2026
Date of Exhibit 99.1 announcing Flatley’s election
Key Terms
independent director, Regulation FD, non-management director compensation program, board refreshment process, +1 more
5 terms
independent director regulatory
"The Board has affirmatively determined that Ms. Flatley is an independent director under applicable New York Stock Exchange requirements."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation FD regulatory
"The information in the 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."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
non-management director compensation program financial
"As a non-management member, Ms. Flatley will receive the compensation paid to non-management directors for service on the Board and its committees."
board refreshment process regulatory
"Flatley’s election serves as a continuation of the company’s comprehensive board refreshment process."
forward-looking statements regulatory
"This news release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 20, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (585) 678-7100
| 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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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).
| Emerging growth company | ||||||||
| 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. | ☐ | |||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On May 20, 2026, the Board of Directors (the “Board”) of Constellation Brands, Inc. (“Constellation” or the “Company”), was expanded from eleven (11) to twelve (12) members. On that date, the Board filled the additional Board seat by electing E. Morgan Flatley to serve as a member of the Board effective immediately.
Ms. Flatley, age 52, has served as Executive Vice President, Global Chief Marketing Officer and New Business Ventures of McDonald’s Corporation (NYSE: MCD) (“McDonald’s”), the world’s leading global foodservice retailer, since February 2023. In this role, she is responsible for global brand-building at McDonald’s, including driving the company’s growth and transformation across marketing, menu, value platforms, digital customer engagement, insights, and new business ventures. She previously served as Senior Vice President, Global Chief Marketing Officer from November 2021 to January 2023 and as Senior Vice President, Chief Marketing and Digital Customer Experience Officer from May 2017 to November 2021. From 2004 to April 2017, she held several positions with PepsiCo Inc., a multinational food, snack, and beverage company, most recently as its Senior Vice President and Chief Marketing Officer, Global Nutrition. Ms. Flatley has not served as a director of any public company during the past five years. Ms. Flatley brings to the Board proven executive leadership experience, deep food and beverage industry expertise, and experience in marketing, creativity, and advertising as well as business growth through revenue growth management, strategy, digital transformation and engagement, and customer insights and loyalty.
The Board has affirmatively determined that Ms. Flatley is an independent director under applicable New York Stock Exchange requirements. As a non-management member, Ms. Flatley will receive the compensation paid to non-management directors for service on the Board and its committees. However, as her service will commence outside the annual meeting timeframe, the amount of her annual cash retainers, and the number of shares subject to her annual restricted stock unit awards, will be prorated from the date her service commences to the scheduled date of the Company’s next annual meeting of stockholders at which directors are elected. A description of the non-management director compensation program, as of July 15, 2025, filed as Exhibit 10.3 to the Form 8-K filed on October 7, 2025, is incorporated herein by reference. Ms. Flatley’s committee appointments will be determined at a subsequent date.
There are no arrangements or understandings between Ms. Flatley and any other person pursuant to which she was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding Ms. Flatley that are required to be disclosed by Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. | ||||
On May 21, 2026, Constellation issued a news release (the “release”) announcing the election of Ms. Flatley to serve as a member of the Board, effective May 20, 2026. A copy of the release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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 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.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| Exhibit No. | Description | ||||
| 99.1 | News Release of Constellation Brands, Inc. dated May 21, 2026. | ||||
| 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.
| Date: May 21, 2026 | CONSTELLATION BRANDS, INC. | |||||||
| By: | /s/ Garth Hankinson | |||||||
| Garth Hankinson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
CONSTELLATION BRANDS ANNOUNCES
ELECTION OF MORGAN FLATLEY
AS NEW INDEPENDENT DIRECTOR
ELECTION OF MORGAN FLATLEY
AS NEW INDEPENDENT DIRECTOR
Rochester, N.Y. May 21, 2026 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, today announced the election of Morgan Flatley of McDonald’s Corporation (NYSE: MCD), the world’s leading global foodservice retailer, to serve as a member of its Board of Directors effective May 20, 2026.
“We’re excited to welcome Morgan to Constellation Brands’ Board of Directors,” said Constellation Brands Board Chair Chris Baldwin. “Morgan’s extensive global brand-building experience in both the consumer-packaged goods and food and beverage sectors will benefit Constellation as we continue to position the company to remain the #1 high-end beer supplier in the U.S. by dollar sales and a leader in dollar share gains within the dynamic beverage alcohol category.”
Flatley currently serves as Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald’s Corporation, where she is responsible for global brand building, including driving the company’s growth and transformation across marketing, menu, value platforms, digital customer engagement, insights, and new business ventures.
Since joining McDonald’s in 2017, Flatley has been the driving force behind some of the Brand’s most inspired marketing campaigns. She has been named to the Forbes World’s Most Influential CMOs list multiple times and has been recognized with Adweek’s most prestigious honor – Brand Genius. Under Flatley’s leadership, McDonald’s has also been recognized multiple times as a top marketer among consumer brands.
Prior to joining McDonald’s, Flatley spent 13 years at PepsiCo, Inc., a multinational food, snack, and beverage company, most recently serving as Senior Vice President and Chief Marketing Officer, Global Nutrition, responsible for brand positioning and innovation for Quaker, Tropicana, Gatorade, and Naked Juice.
“Constellation Brands has built one of the most distinctive and iconic brand portfolios in the industry by staying deeply attuned to consumers and shaping culture, not just responding to it,” said Flatley. “I look forward to collaborating with my fellow board members and lending perspective to help Constellation’s executive team continue building on the company’s strong foundation for growth and track record of success.”
With Flatley’s election, the composition of Constellation Brands’ Board of Directors returns to twelve members, following former President and Chief Executive Officer Bill Newlands’ retirement from the Board in April 2026. Flatley’s election serves as a continuation of the company’s comprehensive board refreshment process.
ABOUT CONSTELLATION BRANDS
Constellation Brands (NYSE: STZ) is a leading international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Our mission is to build brands that people love because we believe elevating human connections is Worth Reaching For. It’s worth our dedication, hard work, and calculated risks to anticipate market trends and deliver for our consumers, shareholders, employees, and industry. This dedication is what has driven us to become one of the fastest-growing, large CPG companies in the U.S. at retail, and it drives our pursuit to deliver what’s next.
Every day, people reach for brands from our high-end, imported beer portfolio anchored by the iconic Corona Extra and Modelo Especial, a flavorful lineup of Modelo Cheladas, and favorites like Pacifico, and Victoria; our exceptional wine brands including The Prisoner Wine Company, Robert Mondavi Winery, Kim Crawford, Schrader Cellars, and Lingua Franca; and our craft spirits brands such as Mi CAMPO Tequila and High West Whiskey.
As an agriculture-based company, we strive to operate in a way that is sustainable and responsible. Our ESG strategy is embedded into our business and we focus on serving as good stewards of the environment, investing in our communities, and promoting responsible beverage alcohol consumption. We believe these aspirations in support of our longer-term business strategy allow us to contribute to a future that is truly Worth Reaching For.
To learn more, visit www.cbrands.com and follow us on LinkedIn and Instagram.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to business strategy, future operations, prospects, plans, and objectives of management and Constellation’s Board of Directors, including the anticipated benefits of Flatley’s experience, positioning of the company as a high-end beer supplier and beverage alcohol category leader, and building on the company’s strong foundation for growth and track record of success, as well as information concerning expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements.
The forward-looking statements are based on management’s current expectations and should not be construed in any manner as a guarantee that such results will in fact occur. All forward-looking statements speak only as of the date of this news release and Constellation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
In addition to risks and uncertainties associated with ordinary business operations, the forward-looking statements contained in this news release are subject to other risks and uncertainties, including the accuracy of all projections and other factors and uncertainties disclosed from time-to-time in Constellation Brands’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 28, 2026, which could cause actual future performance to differ from current expectations.
| MEDIA CONTACTS | INVESTOR RELATIONS CONTACTS | ||||
Maggie Bowman 213-500-2401 / maggie.bowman@cbrands.com | Blair Veenema 585-284-4433 / blair.veenema@cbrands.com Snehal Shah 847-385-4940 / snehal.shah@cbrands.com David Paccapaniccia 585-282-7227 / david.paccapaniccia@cbrands.com | ||||
FAQ
What did Constellation Brands (STZ) announce in this 8-K filing?
Constellation Brands expanded its board from eleven to twelve members and elected Morgan Flatley as a new independent director effective May 20, 2026. The company also issued a news release, furnished as Exhibit 99.1, describing her background and the board refreshment context.
Who is Morgan Flatley, Constellation Brands’ new independent director?
Morgan Flatley is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald’s Corporation. She has led global brand-building and major marketing campaigns at McDonald’s and previously held senior marketing roles at PepsiCo, bringing deep food and beverage and consumer marketing expertise.
How does the board composition of Constellation Brands (STZ) change with this election?
With Morgan Flatley’s election effective May 20, 2026, Constellation Brands’ Board of Directors increases from eleven to twelve members. The company notes this move returns the board to twelve members following former CEO Bill Newlands’ retirement from the board in April 2026.
Is Morgan Flatley considered an independent director at Constellation Brands?
Yes. The Board of Directors has affirmatively determined that Morgan Flatley is an independent director under applicable New York Stock Exchange requirements. She joins the board as a non-management member and will receive compensation aligned with Constellation’s non-management director compensation program.
How will Morgan Flatley be compensated for her role on Constellation Brands’ board?
As a non-management director, Morgan Flatley will receive the standard cash retainers and annual restricted stock unit awards. Because her service begins between annual meetings, both her cash retainers and RSU award amounts will be prorated through the next scheduled annual meeting of stockholders.
What disclosure did Constellation Brands provide under Regulation FD?
Constellation Brands furnished a news release as Exhibit 99.1, incorporating it into Item 7.01 to satisfy Regulation FD public disclosure requirements. The company emphasizes this information is furnished, not filed, under Section 18 and may be incorporated by reference only if specifically referenced in future filings.