Stockholders back Constellation Brands (NYSE: STZ) long-term stock plan
Rhea-AI Filing Summary
Constellation Brands, Inc. reported outcomes from its July 22, 2026 annual meeting, where stockholders approved an amendment and restatement of the Long-Term Stock Incentive Plan effective that date.
The revised plan extends through July 22, 2036 and reserves 6,000,000 shares of Class A Common Stock for future equity awards, refines non-competition and for cause forfeiture provisions, updates change in control terms, adjusts director compensation limits, permits use of fractional shares, and tightens share recycling so repurchased shares funded with option exercise proceeds cannot return to the plan pool.
Stockholders also elected 12 directors, ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending February 28, 2027, and approved advisory say-on-pay and the stock plan proposal. After the meeting, the Board appointed E. Morgan Flatley to the Human Resources Committee.
Positive
- None.
Negative
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8-K Event Classification
3 items: 5.02, 5.07, 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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan share reserve: 6,000,000 shares of Class A Common Stock
Plan expiration date: July 22, 2036
Votes for auditor ratification: 149,792,033
+2 more
5 metrics
Equity plan share reserve
6,000,000 shares of Class A Common Stock
Reserved for future grants under the Long-Term Stock Incentive Plan effective July 22, 2026
Plan expiration date
July 22, 2036
Extended term of the Long-Term Stock Incentive Plan
Votes for auditor ratification
149,792,033
Votes for KPMG LLP as independent registered public accounting firm for fiscal year ending February 28, 2027
Votes for say-on-pay
137,687,386
Votes for advisory approval of compensation of named executive officers
Votes for stock plan amendment
141,885,558
Votes for approval of the amendment and restatement of the Long-Term Stock Incentive Plan
Key Terms
Long-Term Stock Incentive Plan, non-competition, for cause forfeiture, change in control definition, +2 more
6 terms
Long-Term Stock Incentive Plan financial
"approved an amendment and restatement of the Constellation Brands, Inc. Long-Term Stock Incentive Plan"
non-competition regulatory
"Revised and refined the scope of the non-competition and for cause forfeiture provisions."
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
for cause forfeiture regulatory
"Revised and refined the scope of the non-competition and for cause forfeiture provisions."
change in control definition regulatory
"Revised the change in control definition to remove exceptions for certain permitted transfers"
broker non-votes financial
"Broker Non-Votes 10,269,602"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Section 162(m) regulatory
"Removed language previously necessary for the performance-based compensation deduction limit exception under Section 162(m)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What changes did Constellation Brands (STZ) make to its Long-Term Stock Incentive Plan?
Constellation Brands updated its Long-Term Stock Incentive Plan to extend its term and expand share capacity. The plan now runs through July 22, 2036, reserves 6,000,000 Class A shares, refines non-competition and forfeiture rules, revises change in control terms, and adjusts director compensation and share recycling provisions.
What were the voting results on Constellation Brands (STZ) stock plan amendment?
Stockholders approved the amended Long-Term Stock Incentive Plan with 141,885,558 votes for, 2,943,598 against and 449,641 abstentions, plus 10,269,602 broker non-votes. This advisory outcome authorizes the extended term, new share reserve and other plan changes adopted by the company on July 22, 2026.
Did Constellation Brands (STZ) stockholders approve executive compensation at the 2026 meeting?
Yes. Stockholders approved, on an advisory basis, the compensation of named executive officers with 137,687,386 votes for, 7,170,493 against and 420,918 abstentions, along with 10,269,602 broker non-votes. This vote relates to pay practices disclosed in the proxy statement for the July 22, 2026 annual meeting.
Which auditor did Constellation Brands (STZ) stockholders ratify for fiscal 2027?
Stockholders ratified KPMG LLP as Constellation Brands' independent registered public accounting firm for the fiscal year ending February 28, 2027. The ratification received 149,792,033 votes for, 5,651,357 against and 105,009 abstentions, with no broker non-votes reported on this proposal at the annual meeting.
What board and committee changes did Constellation Brands (STZ) report from the 2026 annual meeting?
Stockholders elected 12 directors to one-year terms ending at the 2027 annual meeting, each by a majority of votes cast. Following the meeting, the Board appointed director E. Morgan Flatley to the Human Resources Committee, reflecting updated committee assignments after the stockholder elections.