Sector: Consumer Staples
CONSTELLATION BRANDS INC CLASS A · Meeting: July 22, 2026
Directors FOR
10
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Richard Sands is the brother of fellow director Robert Sands and has deep family ties to the founding Sands family, which controls board nomination rights through WildStar under the Reclassification Agreement; the policy requires a AGAINST vote for directors with familial relationships to senior management or those who control the company, as this proximity raises independence concerns regardless of the formal non-independent classification already applied by the board.
Robert Sands is the brother of fellow director Richard Sands and served as CEO through 2019; the Sands family collectively retains nomination rights under the Reclassification Agreement, creating a structural proximity to management that triggers the familial/founder-control flag under our policy, which calls for a AGAINST vote in such circumstances.
For Analysis
Independent Board Chair with relevant CPG and food/beverage executive experience; joined in 2024 so is exempt from the TSR trigger under the 24-month new-director rule; no overboarding, attendance, or independence concerns.
Independent director with senior leadership and international operations experience; the 3-year TSR underperformance trigger does not fire because STZ's 3-year return of -38.5% is only 7.6 percentage points below the peer median of -30.9%, which is below the 20-point threshold required for a negative-absolute-TSR trigger; no other disqualifying flags.
Independent director serving on the Audit Committee with clear legal and governance expertise at major consumer-products companies; TSR trigger does not fire (gap of 7.6pp is below the 20pp threshold); no attendance, overboarding, or independence concerns.
Newly appointed President and CEO effective April 2026; joined the board in 2021 but became an executive director only recently; the TSR trigger does not fire (7.6pp gap below the 20pp threshold); no overboarding concerns and his beverage industry experience is directly relevant.
Joined the board in May 2026, well within the 24-month new-director exemption from the TSR trigger; brings deep food/beverage brand-building and marketing expertise from McDonald's and PepsiCo; no disqualifying flags.
Independent director with strong CFO and financial-expertise background; joined in 2023 so is within the 24-month new-director exemption from the TSR trigger; holds two other public board seats, below the four-seat overboarding threshold; no disqualifying flags.
Independent director with over 40 years of Mexican manufacturing and operations experience highly relevant to Constellation's business; TSR trigger does not fire (7.6pp gap is below the 20pp threshold for negative absolute TSR); no overboarding or attendance concerns.
Independent Audit Committee member with CEO-level experience in Mexico's beverage sector and financial expertise; TSR trigger does not fire; the proxy notes he has not yet met ownership guidelines due to mandatory tax withholding on RSU vesting, which is a procedural issue rather than a governance concern.
Independent Audit Committee Chair with financial-expert designation and extensive CEO/CFO-level operating experience; TSR trigger does not fire (7.6pp gap below 20pp threshold); the Frontier Communications bankruptcy occurred after his tenure as CEO ended and is noted as context but does not independently disqualify him under this policy.
Independent Audit Committee member and current CFO/COO of Mondelēz with deep financial, operational, and consumer-products expertise; joined in 2023 so is within the 24-month new-director exemption; no overboarding, attendance, or independence concerns.
The twelve-nominee slate is largely supportable. The TSR underperformance trigger does not fire for any director because STZ's 3-year return of -38.5% trails the disclosed compensation peer group median of -30.9% by only 7.6 percentage points, which is below the 20-point threshold applicable when absolute 3-year TSR is negative. Two AGAINST votes are warranted for Richard Sands and Robert Sands based on their familial relationship to each other and their family's ongoing structural control over board nominations, raising independence concerns under the policy's familial-relationship flag. All other nominees pass the applicable policy screens.
CEO
William A. Newlands, President and Chief Executive Officer
Total Comp
$15,006,800
Prior Support
95%%
The CEO's total reported compensation of approximately $15.0 million is within a reasonable range for a large-cap ($24B market cap) consumer staples CEO given the complexity of Constellation's portfolio and the CEO transition year context; the prior say-on-pay vote received approximately 95% support, far above the 70% threshold that would require a negative response. The pay mix is appropriate — a majority of compensation is variable and at-risk through performance stock awards and a short-term cash incentive plan, with actual payouts for fiscal 2026 coming in materially below target (short-term cash incentive paid at only 54% of target; the three-year performance stock awards from fiscal 2024-2026 vested at only 33% of target) — demonstrating that the incentive structure is working as intended and executive pay moved down with performance. While the stock has significantly underperformed over the past three years, the variable pay outcomes already reflect that underperformance through below-target payouts, so the pay-for-performance alignment check does not trigger a negative vote.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$8,242,209
Non-Audit Fees
$190,000
Non-audit fees (audit-related fees of $190,000) represent approximately 2.3% of core audit fees of $8,242,209, well below the 50% threshold that would trigger a concern about auditor independence; KPMG is a Big 4 firm appropriate for a company of Constellation's size and complexity; auditor tenure is not disclosed in the proxy so no tenure trigger can fire under policy (which requires confirmed data); no material restatements are noted.
The 2026 Constellation Brands annual meeting ballot is largely routine, with FOR votes on auditor ratification and say-on-pay supported by clean fee ratios, strong prior shareholder approval, and incentive payouts that appropriately tracked below-target business performance. The director slate is broadly supportable with the exception of Richard Sands and Robert Sands, whose familial relationship and family-controlled nomination rights under the post-reclassification agreement trigger the policy's familial-proximity flag regardless of their non-independent classification.
17 companies disclosed in 2026 proxy filing
