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- Incomplete Item 5.02 Disclosure (new) — Filing contains only header and incomplete sentence fragment, preventing assessment of intended officer/director disclosures.
Constellation Brands holds annual meeting; 8-K filing appears incomplete on Item 5.02
Filed July 24, 2026 · Period ending July 22, 2026 · ~1 min read
Key Changes
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Item 5.02 disclosure is incomplete, containing only a header and sentence fragment 'As discussed in' with no substantive content about officer or director changes.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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All 12 directors elected for one-year terms. Richard Sands and Robert Sands received lowest support at 88.7% and 88.8% (11.3% and 11.2% opposition), while other directors received 94%+ support. Votes cast: 145.3M For/Against/Abstain; broker non-votes: 10.3M.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Stockholders approved amendment to Long-Term Stock Incentive Plan with 98.0% support, extending term through July 2036 and establishing 6M share reserve for Class A Common Stock grants.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay vote passed with 95.1% support (137.7M For, 7.2M Against, 0.4M Abstain; 10.3M broker non-votes).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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KPMG ratified as auditor for fiscal 2027 with 96.4% support; E. Morgan Flatley appointed to Human Resources Committee.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Constellation Brands filed an 8-K disclosing results from its July 22, 2026 annual meeting, but the filing appears incomplete. Item 5.02, which covers officer and director changes and compensation arrangements, contains only a header followed by the sentence fragment 'As discussed in' with no further content.
This truncation prevents investors from understanding what officer or director matter the company intended to disclose. The Item 5.07 annual meeting results are complete. All 12 director nominees were elected, though Richard Sands and Robert Sands drew 11.3% and 11.2% opposition respectively—the highest dissent among the slate but still well within normal ranges for uncontested elections.
Stockholders approved the amended Long-Term Stock Incentive Plan (98.0% support), which extends the plan through 2036 and authorizes 6 million Class A shares for future grants. Say-on-pay passed with 95.1% support. The vote breakdowns show 145.3 million votes cast (For/Against/Abstain) across director elections, with 10.3 million broker non-votes on each proposal requiring stockholder ownership. Investors should watch for an amended 8-K or Form 8-K/A that completes the Item 5.02 disclosure, as the current filing does not convey the intended information about officer or director matters.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · view on EDGAR →
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in
The filing contains only the Item 5.02 header followed by an incomplete sentence fragment 'As discussed in' with no further content. This suggests the filing may be truncated or incomplete, preventing assessment of any actual officer or director changes, appointments, or compensatory arrangements that were intended to be disclosed.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Constellation Brands held its 2026 annual meeting, electing 12 directors and approving amendments to its long-term stock incentive plan.
Added in current filing · view on EDGAR →
Votes For: 137,687,386 | Votes Against: 7,170,493 | Abstentions: 420,918 | Broker Non-Votes: 10,269,602
Stockholders approved, on an advisory basis, the compensation of the company's named executive officers. The proposal passed with 95.1% of votes cast in favor, indicating strong shareholder support for executive compensation practices.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
Votes For: 149,792,033 | Votes Against: 5,651,357 | Abstentions: 105,009 | Broker Non-Votes: —
Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal year ending February 28, 2027. The proposal passed with 96.4% of votes cast in favor.
Added in current filing · verify on EDGAR →
Following the Annual Meeting, the Board of Directors (the “Board”) of the Company appointed E. Morgan Flatley to the Human Resources Committee.
E. Morgan Flatley was appointed to the Human Resources Committee following the annual meeting. This is a routine governance matter reflecting board committee composition.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 27, 2026 · How we verify