8-K

MOLSON COORS BEVERAGE CO (TAP)

8-K 2023-05-22 For: 2023-05-17
View Original
Added on April 08, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2023

MOLSON

COORS BEVERAGE COMPANY

(Exact name of registrant as specified in its charter)

Commission

File Number: 001-14829

Delaware 84-0178360
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

P.O. Box 4030, BC555, Golden, Colorado 80401

111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, Canada H3C 2M1

(Address of principal executive offices, including zip code)

(303)

279-6565 / (514) 521-1786

(Registrant’s telephone number, including area code)

Not

applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered
Class A Common Stock, par value $0.01 TAP.A New York Stock Exchange
Class B Common Stock, par value $0.01 TAP New York Stock Exchange
1.25% Senior Notes due 2024 TAP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Molson Coors Beverage Company (the “Company”) was held on May 17, 2023 in Montréal, Québec, Canada. The Company's stockholders voted on four proposals that are described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023. 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
Julia M. Brown 5,132,000 456 9,489
David S. Coors 5,104,549 27,907 9,489
Peter H. Coors 5,104,549 27,907 9,489
Mary Lynn Ferguson-McHugh 5,131,748 708 9,489
Gavin D.K. Hattersley 5,132,107 349 9,489
Andrew T. Molson 5,104,499 27,957 9,489
Geoffrey E. Molson 5,104,454 28,002 9,489
Nessa O'Sullivan 5,131,999 457 9,489
Louis Vachon 5,131,660 796 9,489
Leroy J. Williams, Jr. 5,132,148 308 9,489
James "Sandy" A. Winnefeld, Jr. 5,132,108 348 9,489
CLASS B DIRECTOR NOMINEE For Withheld Broker Non-Votes
--- --- --- ---
Roger G. Eaton 162,583,068 6,376,001 750
Charles M. Herington 161,330,484 7,628,585 750
H. Sanford Riley 116,466,300 52,492,769 750

Proposal 2:

Votes of the Company's Class A and Class B common stock, together as a single class, regarding the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers were as follows:

For Against Abstain Broker Non-Votes
166,779,778 7,127,940 184,557 9,489

Proposal 3:

Votes of the Company’s Class A common stock, on a non-binding advisory basis, regarding the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers:

1 Year 2 Years 3 Years Abstain Broker Non-Votes
5,131,226 683 236 311 9,489
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As indicated above, over 99% of the votes cast by Class A stockholders were voted, on a non-binding advisory basis, in favor of holding non-binding advisory votes on named executive officer compensation every year. In light of these results, the Company's Board of Directors has determined to hold a non-binding advisory vote on named executive officer compensation every year until the next required advisory vote on the frequency of future non-binding advisory votes on named executive officer compensation or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.

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, 2023 were as follows:

For Against Abstain Broker Non-Votes
5,141,629 204 112 N/A
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.

ExhibitNumber Document Description
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 22, 2023 By: /s/ David P. Knaff
David P. Knaff
Assistant Secretary
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