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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): November 14, 2025
MOLSON
COORS BEVERAGE COMPANY
(Exact
name of registrant as specified in its charter)
Commission
File Number: 001-14829
| Delaware | |
84-0178360 |
| (State or other jurisdiction of incorporation) | |
(IRS Employer Identification No.) |
P.O. Box 4030, BC555, Golden, Colorado 80401
111
Boulevard Robert-Bourassa, 9th
Floor, Montréal, Québec, Canada H3C
2M1
(Address
of principal executive offices, including zip code)
(303) 279-6565 / (514) 521-1786
(Registrant’s
telephone number, including area code)
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:
¨ 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 symbols | |
Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 | |
TAP.A | |
New York Stock Exchange |
| Class B Common Stock, par value $0.01 | |
TAP | |
New York Stock Exchange |
| 3.800% Senior Notes due 2032 | |
TAP 32 | |
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).
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.
As previously disclosed on October 6, 2025,
Molson Coors Beverage Company (the “Company”) announced that effective November 14, 2025, Michelle St. Jacques, the Company’s
Chief Commercial Officer, would depart from the Company. In connection with her departure, Ms. St. Jacques entered into a General Waiver
and Release Agreement dated November 14, 2025 (the “Agreement”).
Pursuant to the Agreement, in exchange for
an unrevoked customary release of claims against the Company, Ms. St. Jacques will, beginning on November 15, 2025, be eligible to receive
severance pay (the “Severance Pay”) in the amount of $750,282 (subject to applicable withholding taxes) from the Company for
52 weeks, payable in installments on her regular pay periods until November 14, 2026 (the “Severance Period”), even if her
Severance Pay Termination Date (as defined below) occurs earlier than the end of the Severance Period, provided that Ms. St. Jacques is
eligible to receive her Severance Pay in a lump sum if she so chooses. The “Severance Pay Termination Date” will be the earlier
of (i) November 14, 2026; (ii) the date she is rehired by the Company (in which case her severance benefits will end upon such rehire);
(iii) the date she commences employment with another employer; or (iv) the date she requests a lump sum payout.
If Ms. St. Jacques accepts other employment
prior to the end of the Severance Period, she will receive a lump sum in an amount equal to the Severance Pay she would have received
under the Agreement from the date she commences work for her new employer until the end of the Severance Period. If Ms. St. Jacques’
new employer is a “Competitor” (as defined in the Agreement), she will forfeit any further Severance Pay and benefits, including
any bonus payment under the 2025 Molson Coors Incentive Plan (“MCIP”) and the cash payment of her target MCIP bonus paid at
the end of her Severance Period. If Ms. St. Jacques has already received her Severance Pay in a lump sum, she will, among other things,
(i) be obligated to repay the amount she would have been paid from the date she accepts employment with a Competitor through the end of
the Severance Period had she not received a lump sum and (ii) forfeit her 2025 MCIP bonus eligibility. If Ms. St. Jacques fails to notify
the Company of her acceptance of other employment, she will, among other things, (i) be obligated to repay any Severance Pay and MCIP
bonus already paid to her at such time, and (ii) forfeit any remaining Severance Pay scheduled to be paid at such time.
Ms. St. Jacques will remain eligible for
a prorated 2025 MCIP award payable in March 2026, which will be determined based on actual Company performance and her individual
performance component will be paid out at target (100%). In addition, Ms. St. Jacques will be eligible to receive a cash payment of
her target MCIP bonus in the amount of $675,254 (subject to applicable withholding taxes) to be paid at the end of the Severance
Period (even if she has received her Severance Pay in a lump sum because she accepted employment with a non-Competitor); provided
she has not forfeited her remaining Severance Pay by working for a Competitor as summarized above. Furthermore, subject to the
following sentence, each of Ms. St. Jacques’ outstanding equity awards will continue be treated in accordance with its
respective grant agreement. Ms. St. Jacques' unvested restricted stock units and unvested performance share units granted in 2023,
and which would otherwise vest in February 2026, will still be canceled according to their respective terms, but Ms. St. Jacques
will receive a cash payment under the Company's U.S. Severance Pay Plan of approximately equivalent value, calculated using the
Company's standard methodology.
In addition, Ms. St. Jacques will receive
certain benefits until the Severance Pay Termination Date, including, but not limited to, Company-provided group life insurance benefits
and health benefits until the end of the month in which the Severance Pay Termination Date occurs, and COBRA coverage for up to 18 months
from the Severance Pay Termination Date if Ms. St. Jacques elects coverage and pays the required premiums thereunder. The Agreement also
contains customary provisions relating to continued cooperation with the Company as well as certain customary non-disparagement and confidentiality
covenants.
The foregoing description of the Agreement
does not purport to be complete and is subject to, and is qualified in its entirety, by reference to the full text of the Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Document Description |
| 10.1* |
|
General Waiver and Release Agreement entered into by Michelle St. Jacques dated November 14, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain of the exhibits and schedules to this exhibit have been omitted
in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules
to the Securities and Exchange Commission upon its request.
Signature
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.
| |
|
|
MOLSON COORS BEVERAGE COMPANY |
| |
|
|
|
| Date: |
November 20, 2025 |
By: |
/s/ Natalie G. Maciolek |
| |
|
|
Natalie G. Maciolek |
| |
|
|
Chief Legal, Communications & Government Affairs Officer and Secretary |
