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Constellation Shareholders Approve Amended Charter, Sands Brothers To Relinquish Executive Roles

November 10, 2022

Constellation shareholders have approved the company’s previously announced plan to eliminate its Class B Common Stock. Moving forward, Constellation’s publicly listed stock will consist of a single class of Class A Common Stock, with “one share, one vote” rights.

The move is expected to take the Sands family’s voting control down from 60% to about 20%, with the family remaining the group’s largest shareholders. Robert and Richard Sands, who currently serve as executive chairman and executive vice chairman of the board, respectively, will retire from their current executive capacities, with Robert becoming non-executive chairman and Richard continuing as a board member.

Looking ahead, the Sands family will have the right to nominate two members to Constellation’s board for the next five years years so long as they own 10% or more of its Class A Common Stock, and to nominate one member to the board for the next five years and beyond so long as they own 5% or more. “This change enhances Constellation’s corporate governance profile and capital structure, enabling us to better meet the expectations of our existing stockholders and potentially appeal to a larger base of investors,” said Constellation CEO Bill Newlands.

Constellation saw sales increase 12% to $2.7 billion in its fiscal first half ended in August, as operating income rose 21% on a comparable basis to $883 million. Last month, the company sold a portfolio of brands totaling about 1 million cases to The Wine Group, as it continues to premiumize its wine and spirits portfolio.

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