CBrands Shareholders Approved Ending Class B Common Super Stock

Shareholders of Consellation Brands Class B stock will receive Class A shares.  Following completion of the transaction and cessation of trading in the Class B Common Stock, Constellation’s publicly listed stock will consist of a single class of Class A Common Stock, with “one share, one vote” rights.

As part of the previously announced reclassification transaction, the company plans to implement a number of previously announced corporate governance changes, consisting of the following:

• Robert and Richard Sands, who previously served as Executive Chairman of the Board and Executive Vice Chairman of the Board, respectively, will retire from their executive positions with Constellation upon completion of the transaction
• Robert Sands will become Non-Executive Chairman of the Board and Richard Sands will continue on as a non-executive Board member upon completion of the transaction
• The Sands family will initially have the right to nominate two members to the company’s Board for the next 5 years so long as they own 10% or more of the issued and outstanding shares of Class A Common Stock, and to nominate one member to the company’s Board for the next 5 years and beyond so long as they own 5% or more of the issued and outstanding shares of Class A Common Stock
• Holders of Class A Common Stock, who most recently were entitled to elect approximately 30% of the directors to be elected at the company’s 2022 Annual Meeting of Stockholders, will now be entitled to elect all directors to be elected at future Annual Meetings of Stockholders and
• Certain standstill and lock-up provisions for the Sands family; limitations on the Sands family’s, directors’, and officers’ ability to pledge Company common stock; a near-term rotation of the lead independent director position; and the transition to a majority vote standard for uncontested director elections.