Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders (the "Annual Meeting") of Molson Coors
Beverage Company (the "Company") was held on May 20, 2020 as a virtual meeting
online via live audio webcast, at which the following matters were submitted to
a vote of the stockholders:
(a) Votes regarding the election of the persons named below as directors for a
one-year term were as follows:
CLASS A DIRECTORS: For Withheld Broker Non-Votes
David S. Coors 5,122,495 32,803 16,244
Peter H. Coors 5,122,545 32,753 16,244
Mary Lynn Ferguson-McHugh 5,154,425 873 16,244
Gavin D.K. Hattersley 5,154,425 873 16,244
Andrew T. Molson 5,117,395 37,903 16,244
Geoffrey E. Molson 5,117,283 38,015 16,244
Iain J.G. Napier 5,154,173 1,125 16,244
Nessa O'Sullivan 5,154,515 783 16,244
Douglas D. Tough 5,154,537 761 16,244
Louis Vachon 5,154,737 561 16,244
James "Sandy" A. Winnefeld, Jr. 5,154,687 611 16,244
CLASS B DIRECTORS: For Withheld Broker Non-Votes
Roger G. Eaton 172,394,597 7,682,073 0
Charles M. Herington 171,288,372 8,788,298 0
H. Sanford Riley 135,071,699 45,004,971 0
In addition, as a result of their election to the Company's Board of Directors
(the "Board") at the Annual Meeting, the Board appointed Nessa O'Sullivan and
James "Sandy" A. Winnefeld, Jr. to serve on the Audit Committee of the Board.
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(b) Votes of the Company's Class A and Class B Common Stock, together as a
single class, regarding the approval, on an advisory basis, of the compensation
of the Company's named executive officers were as follows:
For Against Abstain Broker Non-Votes
177,142,340 7,748,807 340,821 16,244
(c) 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, 2020
were as follows:
For Against Abstain Broker Non-Votes
5,170,758 324 460 N/A
Item 8.01. Other Events.
On May 21, 2020, the Board determined that it will suspend its regular quarterly
dividends on its Class A and Class B common shares otherwise payable in the 2020
fiscal year. In addition, Molson Coors Canada Inc. also determined on May 21,
2020 that it will suspend its regular quarterly dividends on its Class A and
Class B exchangeable shares payable in the 2020 fiscal year.
The Board's decision to suspend the dividend follows a number of other steps the
Company has taken in recent weeks with the aim of protecting and bolstering the
Company's liquidity position in response to the global economic uncertainty
created by the Coronavirus pandemic. Those steps include: (i) reducing planned
2020 capital expenditures by approximately $200 million; (ii) reducing
discretionary spending, limiting new hiring and decreasing marketing spend
corresponding to the current environment; (iii) furloughing certain employees in
the company's Europe business and North America hospitality businesses; (iv)
shifting marketing investments to focus on key media platforms that the
Company's consumers are at and eliminating spend that the Company believes will
not deliver value in the current environment; (v) using savings from the
revitalization plan it announced in October 2019 aiming to protect the Company's
liquidity position; (vi) prudently utilizing the Company's $1.5 billion credit
facility as necessary; and (vii) actively evaluating various European government
liquidity programs potentially available to the Company and its subsidiaries.
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the U.S. federal securities laws. Generally, the words "believe,"
"aims," "expect," "intend," "anticipate," "project," "will," "outlook,"
"desire," and similar expressions identify forward-looking statements, which
generally are not historic in nature. Statements that refer to projections of
our future financial performance, our anticipated growth, cost savings and
trends in our businesses, and other characterizations of future events or
circumstances are forward-looking statements, and include, but are not limited
to expectations regarding the impacts of the coronavirus pandemic on our
business, future dividends, cost reduction strategies, including our
revitalization plan announced in 2019, expectations for funding future capital
expenditures and operations, debt service capabilities, timing and amounts of
debt and leverage levels, and the sufficiency of capital resources. Although the
Company believes that the assumptions upon which its forward-looking statements
are based are reasonable, it can give no assurance that these assumptions will
prove to be correct. Important factors that could cause actual results to differ
materially from the Company's historical experience, and present projections and
expectations are disclosed in the Company's filings with the Securities and
Exchange Commission ("SEC"). These factors include, among others, the impact of
the coronavirus pandemic, the impact of increased competition resulting from
further consolidation of brewers, competitive pricing and product pressures;
health of the beer industry and our brands in our markets; economic conditions
in our markets; additional impairment charges; our ability to maintain
manufacturer/distribution agreements; changes in our supply chain system;
availability or increase in the cost of packaging materials; success of our
joint ventures; risks relating to operations in developing and emerging markets;
changes in legal and regulatory requirements, including the regulation of
distribution systems; fluctuations in foreign currency exchange rates; increase
in the cost of commodities used in the business; the impact of climate change
and the availability and quality of water; loss or closure of a major brewery or
other key facility; our ability to implement our strategic initiatives,
including executing and realizing cost savings; pension plan and other
post-retirement benefit costs; failure to comply with debt covenants or
deterioration in our credit rating; our ability to maintain good labor
relations; our ability to maintain brand image, reputation and product quality;
and other risks discussed in our filings with the SEC, including our most recent
Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All
forward-looking statements in this Current Report on Form 8-K are expressly
qualified by such cautionary statements and by reference to the underlying
assumptions. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. We do not undertake to update
forward-looking statements, whether as a result of new information, future
events or otherwise.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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