Constellation Brands (STZ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 22, 2026, with shareholders able to vote and ask questions online.

• Fiscal 2026 saw a challenging environment, but the Beer Division outperformed the market, and the Wine and Spirits Division continued its premiumization strategy.

• Leadership succession was completed, with Nicholas I. Fink appointed as President and CEO in April 2026.

• Over $1.6 billion was returned to shareholders via dividends and share repurchases, and $200 million in cost savings were achieved.

• The company maintained strong free cash flow and a targeted leverage profile, emphasizing operating efficiency and margin discipline.

Voting matters and shareholder proposals

• Shareholders will vote to elect twelve directors for a one-year term, ratify KPMG LLP as auditor, approve executive compensation (say-on-pay), and approve amendments to the Long-Term Stock Incentive Plan.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of twelve nominees, nine of whom are independent; two Sands family members are nominated under a reclassification agreement.

• Recent governance enhancements include annual director elections, majority voting standards, and a prohibition on pledging company stock (with limited exceptions for the Sands family).

• Board refreshment and succession planning are ongoing, with four new independent directors added in the past three years.

• The Board and committees conduct annual self-evaluations and have implemented enhanced director education.