{"url_path":"/sec/stz/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/16918/0000016918-26-000016-index.html","accession_number":"0000016918-26-000016","cik":"0000016918","ticker":"STZ","issuer_name":"CONSTELLATION BRANDS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/16918/0000016918-26-000016-index.html","primary_entity_key":"0000016918","primary_entity_name":"CONSTELLATION BRANDS, INC."},"word_count":460,"has_tables":true,"body_markdown":"Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn May 20, 2026, the Board of Directors (the “Board”) of Constellation Brands, Inc. (“Constellation” or the “Company”), was expanded from eleven (11) to twelve (12) members. On that date, the Board filled the additional Board seat by electing E. Morgan Flatley to serve as a member of the Board effective immediately.\n\nMs. Flatley, age 52, has served as Executive Vice President, Global Chief Marketing Officer and New Business Ventures of McDonald’s Corporation (NYSE: MCD) (“McDonald’s”), the world’s leading global foodservice retailer, since February 2023. In this role, she is responsible for global brand-building at McDonald’s, including driving the company’s growth and transformation across marketing, menu, value platforms, digital customer engagement, insights, and new business ventures. She previously served as Senior Vice President, Global Chief Marketing Officer from November 2021 to January 2023 and as Senior Vice President, Chief Marketing and Digital Customer Experience Officer from May 2017 to November 2021. From 2004 to April 2017, she held several positions with PepsiCo Inc., a multinational food, snack, and beverage company, most recently as its Senior Vice President and Chief Marketing Officer, Global Nutrition. Ms. Flatley has not served as a director of any public company during the past five years. Ms. Flatley brings to the Board proven executive leadership experience, deep food and beverage industry expertise, and experience in marketing, creativity, and advertising as well as business growth through revenue growth management, strategy, digital transformation and engagement, and customer insights and loyalty.\n\nThe Board has affirmatively determined that Ms. Flatley is an independent director under applicable New York Stock Exchange requirements. As a non-management member, Ms. Flatley will receive the compensation paid to non-management directors for service on the Board and its committees. However, as her service will commence outside the annual meeting timeframe, the amount of her annual cash retainers, and the number of shares subject to her annual restricted stock unit awards, will be prorated from the date her service commences to the scheduled date of the Company’s next annual meeting of stockholders at which directors are elected. A description of the non-management director compensation program, as of July 15, 2025, filed as Exhibit 10.3 to the Form 8-K filed on October 7, 2025, is incorporated herein by reference. Ms. Flatley’s committee appointments will be determined at a subsequent date.\n\nThere are no arrangements or understandings between Ms. Flatley and any other person pursuant to which she was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding Ms. Flatley that are required to be disclosed by Item 404(a) of Regulation S-K."}