UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2025 Annual Meeting of Stockholders of Molson Coors Beverage Company (the “Company”) held on May 14, 2025 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan (the “Plan”). The Plan was amended and restated to, among other things, (i) increase the number of shares of the Company’s Class B common stock that may be issued under the Plan by 5,000,000 shares, and (ii) extend the term of the Plan for ten years, to May 14, 2035. The Plan was also amended and restated to make certain other administrative changes. The Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the Plan can be found in Proposal No. 3--Approval of the Amendment and Restatement of the Molson Coors Beverage Company Incentive Compensation Plan in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 2, 2025 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are only summaries and are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on four proposals that are described in detail in the Proxy Statement. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1:
Votes of the Company’s Class A and Class B common stock, respectively, regarding the election of the persons named below as directors for a one-year term were as follows:
CLASS A DIRECTOR NOMINEE | For | Withheld | Broker Non-Votes | |||||||||
David S. Coors | 5,102,542 | 2,313 | 11,247 | |||||||||
Peter J. Coors | 5,102,539 | 2,316 | 11,247 | |||||||||
Mary Lynn Ferguson-McHugh | 5,103,158 | 1,697 | 11,247 | |||||||||
Gavin D.K. Hattersley | 5,103,282 | 1,573 | 11,247 | |||||||||
Andrew T. Molson | 5,102,553 | 2,302 | 11,247 | |||||||||
Geoffrey E. Molson | 5,102,557 | 2,298 | 11,247 | |||||||||
Nessa O'Sullivan | 5,103,056 | 1,799 | 11,247 | |||||||||
H. Sanford Riley | 5,103,153 | 1,702 | 11,247 | |||||||||
Jill Timm | 5,103,076 | 1,779 | 11,247 | |||||||||
Leroy J. Williams, Jr. | 5,103,087 | 1,768 | 11,247 | |||||||||
James “Sandy” A. Winnefeld, Jr. | 5,103,074 | 1,781 | 11,247 |
CLASS B DIRECTOR NOMINEE | For | Withheld | Broker Non-Votes | |||||||||
Christian P. Cocks | 162,785,571 | 4,052,621 | - | |||||||||
Roger G. Eaton | 132,267,851 | 34,570,341 | - | |||||||||
Charles M. Herington | 154,431,671 | 12,406,521 | - |
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Proposal 2:
Votes of the Company’s Class A and Class B common stock, together as a single class, regarding the approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||
167,356,874 | 4,390,706 | 195,467 | 11,247 |
Proposal 3:
Votes of the Company’s Class A common stock regarding the approval of the Amendment and Restatement of the Molson Coors Beverage Company Incentive Compensation Plan were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||
5,102,202 | 2,116 | 537 | 11,247 |
Proposal 4:
Votes of the Company’s Class A common stock regarding the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||
5,115,830 | 66 | 206 | n/a |
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit Number | Document Description | |
10.1 | Molson Coors Beverage Company Incentive Compensation Plan, as amended and restated. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOLSON COORS BEVERAGE COMPANY | |||
Date: | May 16, 2025 | By: | /s/ Natalie G. Maciolek |
Natalie G. Maciolek | |||
Chief Legal & Government Affairs Officer and Secretary |
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