Constellation Brands (STZ) Proxy Filing summary

Executive summary

• Virtual annual meeting scheduled for July 15, 2025, with voting on directors, auditor ratification, and executive compensation.

• Fiscal 2025 saw record net sales over $10 billion, 15th consecutive year of beer volume growth, and nearly $1.9 billion returned to shareholders via buybacks and dividends.

• Beer division remains the primary growth driver; wine and spirits portfolio further aligned to premiumization trends through divestitures.

• Ongoing restructuring expected to yield significant cost savings by Fiscal 2028; new $4 billion share repurchase authorization approved for 2025-2028.

• Board refreshment continues, with three new independent directors added in the past three years and a majority of independent directors serving less than seven years.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of twelve directors, (2) ratification of KPMG LLP as independent auditor for FY ending Feb 2026, (3) advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by February 5, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of twelve nominees, nine of whom are independent; diversity in gender, ethnicity, and skills is emphasized.

• Board and committee leadership refreshed, with new independent Board Chair and committee chairs appointed within the last two years.

• Annual director elections and majority voting standard in place; mandatory retirement age of 70 for directors (except Sands family nominees).

• Board and committees conduct annual self-evaluations and periodic third-party effectiveness reviews.

• Policy prohibits pledging of company stock by directors and officers, with limited exceptions for Sands family nominees.