Constellation Brands (STZ) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 17, 2024, with shareholders able to vote and ask questions online.

• Fiscal 2024 saw record net sales of $10 billion, strong operational performance, and over $900 million returned to shareholders via dividends and buybacks.

• The company added two new independent directors and appointed a new independent Board Chair in March 2024.

• Key ESG initiatives included increasing the water withdrawal restoration target to 5 billion gallons and ongoing efforts in GHG reduction and circular packaging.

Voting matters and shareholder proposals

• Shareholders will vote on electing 13 directors, ratifying KPMG LLP as auditor, approving executive compensation (say-on-pay), and three shareholder proposals on water risk, GHG emissions, and circular packaging.

• The Board recommends voting FOR all management proposals and AGAINST all shareholder proposals.

• Shareholder proposals focus on supply chain water risk, setting science-based GHG targets, and supporting a circular economy for packaging.

Board of directors and corporate governance

• The Board consists of 13 nominees, 10 of whom are independent; the Board is refreshed with new members and an independent Chair.

• Governance changes since the 2022 reclassification include a single class of voting stock, majority voting for directors, and a prohibition on pledging company stock (with limited exceptions for the Sands family).

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

• Board committees (Audit, Human Resources, CGNR) are fully independent and oversee key areas including risk, compensation, and ESG.