P.O. Box 4030
BC555
Golden, Colorado 80401
USA
111 Blvd. RobertટBourassa 9th Floor
Montréal, Québec H3C 2M1 Canada
Geoffrey E. Molson | David S. Coors |
Chair | Vice Chair |
Dear Fellow Molson Coors Beverage Company Stockholders,
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 15, 2024, at 11:00 a.m., Mountain Daylight Time, at our Golden Brewery, 13th Street & Ford Street, Golden, Colorado 80401, USA. Molson Coors Beverage Company (Molson Coors, Company, we, us or our) traditionally alternates its annual meetings between its two principal executive offices in Montréal, Québec, and Golden, Colorado.
The attached 2024 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about our Company that you should consider when you vote your shares.
2023 - Another Year of Growth (1)
Molson Coors delivered an incredible year of growth in 2023. We entered the year with strong momentum built on: the strength of our core power brands; our rapidly growing above premium portfolio; our enhanced commercial and supply chain capabilities; and our vastly improved financial flexibility. By capitalizing on that momentum in 2023, we were able to achieve our second consecutive year of both top- and bottomટline growth with net sales revenue growth of 9.3% and underlying income before income tax growth of 36.9% (2), both on a constant currency basis (3). This is an excellent illustration of our strategy at work.
Molson Coors achieved brand volume, volume share, and net sales growth in each of its three largest global markets in 2023. We have beloved and iconic brands, an exciting innovation pipeline, compelling commercial programing, strong and supportive distributor partners, and the financial flexibility to balance growth with reinvestment. This gives us confidence in our ability to deliver continued growth in 2024.
2023 was certainly an unusual year in the U.S. beer industry, as we saw a major shift in consumer purchasing habits that largely impacted the premium segment. And Molson Coors was well positioned to benefit from this trend. Despite the major shifts in consumer preferences we have seen in U.S. beer, Molson Coors' positive results were not driven by a few brands or even a single market showing strength. Rather, Molson Coors achieved brand volume, volume share, and net sales growth in each of its three largest global markets in 2023.
To further expand, the net sales revenue growth was driven by: favorable global net pricing; Americas' volume growth supported by the incredible work of our supply chain team to meet the elevated demand; and, positive sales mix. Furthermore, our cost savings efforts and volume leverage meaningfully offset continued input cost inflation and robust reinvestment in our business to support our strong momentum resulting in significant operating margin expansion.
- Please refer to our Annual Report on Form 10ટK filed on February 20, 2024 for more information regarding our performance and financial results for the year ended December 31, 2023 and comparisons to prior periods.
- Underlying income before income taxes is a nonટGAAP measure. See Annex A to the accompanying Proxy Statement for the definition of underlying income before income taxes as well as a reconciliation to the most directly comparable generally accepted accounting principles (GAAP) measure.
- Constant currency is a nonટGAAP measure. See Annex A to the accompanying Proxy Statement for the definition of constant currency.
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Dear Fellow Molson Coors Beverage Company Stockholders,
Underpinning our performance were our core power brands. Coors Light and Miller Lite grew U.S. brand volumes close to double digits and Coors Banquet performed even better. Molson Canadian brands, Carling, and Ožujsko, which are leaders in their respective markets, also performed strongly. And our highly successful above premium innovations like Simply Spiked and Madrí also contributed to our positive results.
Our work over the last several years has enabled us to improve our position in the industry, strengthen our balance sheet, invest in the growth of our business and our people, and drive shareholder value.
In 2023, we deployed nearly $700 million in capital primarily to support productivity improvements and cost savings, and enhance our capabilities. And, under our string of pearls approach to M&A, we advanced our strategic growth initiatives with the acquisition of Blue Run Spirits and the increase of our investment in ZOA energy drinks. We also continued to reduce our net debt. At year end, we had lowered our net debt to underlying EBITDA ratio to 2.2x, which aligns with our longટterm target of less than 2.5x (4). Additionally, we returned significant cash to our shareholders. We again raised our dividend in 2023, increasing it by 8%, and announced a new and meaningfully larger share repurchase program in October. We intend to execute our newly authorized $2 billion repurchase program in a systemic and opportunistic way over its fiveટyear term.
Advancing Toward our Sustainability Goals
As one of the world's largest global beverage companies, we have a long history of sustainability and are committed to driving longટlasting, meaningful change by incorporating sustainability into our business, as detailed in OurܥImprint Report (5). We are making progress against our goals through 2025 and working to expand our strategy through 2030.
Sincerely,
Geoffrey E. Molson
Chair
April 3, 2024
In fact, in an effort to best ensure we have strong oversight and management of our programs and accelerate progress toward our 2025 goals, starting in 2022 and continuing in 2023 and 2024, we have based a portion of the shortટterm compensation for the top senior leaders in our organization on a number of quantitative People & Planet metrics, including emissions, water use, employee culture, and safety.
Looking Ahead - Confident in Continued Growth
We enter 2024 with significant momentum that we expect to continue. We have beloved and iconic brands, an exciting innovation pipeline, compelling commercial programing, strong and supportive distributor partners, and the financial flexibility to balance growth with reinvestment. This gives us confidence in our ability to deliver continued growth in 2024.
Of course, none of this would be possible without the contributions of our over 16,000 dedicated employees, our valued partners, and our bestટinટclass and supportive customer network. We are thankful to you all for your enduring support.
As is noted in our proxy materials, Louis Vachon retired from the Board in December 2023. Louis has been an invaluable member of our Board for more than a decade, and his insight, candor and expertise have bettered Molson Coors in countless ways. We are grateful for his positive impact on our business. We are also excited to welcome Jill Timm as a new Director of Molson Coors. Jill was appointed to the Board in December 2023 and will be standing for election for the first time. Her experience across finance, accounting, tax, investor relations, and corporate strategy is both broad and deep, and her perspective will be valuable as Molson Coors looks to accelerate its growth in 2024 and beyond.
We look forward to welcoming you to the Annual Meeting and encourage you to review our proxy materials and the voting instructions on the following pages to ensure that your shares are represented. On behalf of all of us at Molson Coors, we thank you for your continued support.
David S. Coors
Vice Chair
- Net debt and net debt to underlying earnings before interest, taxes, depreciation, and amortization are nonટGAAP measures. See Annex A to the accompanying Proxy Statement for the definition of net debt and net debt to underlying earnings before interest, taxes, depreciation, and amortization as well as a reconciliation to the most directly comparable GAAP measure.
- The information provided in OurܥImprint Report is not part of the accompanying Proxy Statement and is not incorporated by reference as part of the Proxy Statement.
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Special Note Regarding ForwardટLooking Statements
Special Note Regarding ForwardટLooking Statements
This Proxy Statement contains forwardટlooking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forwardટlooking statements in other materials we release to the public. Such forwardટlooking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act ofܥ1995.
Statements that refer to, among other things, projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forwardટlooking statements. In addition, statements that we make in this Proxy Statement that are not statements of historical fact may also be forwardટlooking statements. Words suchܥas "expects," "intend," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies," "implies," and variations of such words and similar expressions are intended to identify forwardટlooking statements. Forwardટlooking and other statements in this Proxy Statement regarding our
environmental and sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (SEC).
Forwardટlooking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I-Item 1A "Risk Factors" in our Annual Report on Form 10ટK for the fiscal year ended December 31, 2023, and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forwardટlooking statements. Forwardટlooking statements speak only as of the date when made andܥwe undertake no obligation to update any forwardટlooking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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Special Note Regarding ForwardટLooking Statements
Table of Contents
2024 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Overview of Voting Matters and Board
Corporate Governance Highlights - Page
2023 Compensation Highlights
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
2024 Nominees for Class A Directors
2023 Nominees for Class B Directors
Board Skills & Experience and Demographic Matrix
Position of Director Emeritus
Family Relationship Disclosure
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Corporate Responsibility
Board and Committee Governance
Stockholder Engagement
Certain Governance Policies
DIRECTOR COMPENSATION
General
2023 Compensation
Director Stock Ownership Requirements
Director Compensation Table
RELATED PERSON TRANSACTIONS
Approval of Related Person Transactions
Certain Related Person Transactions
MANAGEMENT
Executive Officers
PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE ADVISORY SAYટONટPAY VOTE)
COMPENSATION DISCUSSION AND ANALYSIS | ||
(CD&A) | 46 | |
Introduction | 46 | |
Executive Summary | 46 | |
Executive Compensation Philosophy | 49 | |
Oversight of Executive Compensation Programs | 52 |
- Components of Executive Compensation and
2023 Executive Pay Outcomes | 53 | |
Additional Information Regarding Executive Pay | 60 | |
12 | COMPENSATION & HR COMMITTEE REPORT | 61 |
15 | EXECUTIVE COMPENSATION | 62 |
16 | ||
Summary Compensation Table | 62 | |
22 | ||
Grants of Plan Based Awards | 64 | |
24 | Outstanding Equity Awards at Fiscal YearટEnd | 66 |
Option Exercises and Stock Vested | 68 | |
24 | ||
Pension Benefits | 68 | |
24 | ||
NonટQualified Deferred Compensation | 69 | |
Potential Payments Upon Termination or | ||
25 | Change in Control | 70 |
25 | Material Terms of Employment Agreements and | 72 |
28 | Letters | |
CEO Pay Ratio | 72 | |
36 | ||
38 | PAY VERSUS PERFORMANCE | 73 |
39 | Financial Performance Measures | 75 |
39 | Analysis of the Information Presented in the Pay | |
Versus Performance Table | 75 | |
39 | ||
- PROPOSAL NO. 3 - RATIFY APPOINTMENT OF
- INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
42 | ENDING DECEMBER 31, 2024 | 77 |
42 | ||
Fees | 78 | |
42 | ||
PreટApproval Policy Regarding Independent | ||
43 | Registered Public Accounting Firm Services | 78 |
43 | AUDIT COMMITTEE REPORT | 79 |
Primary Responsibilities | 79 | |
Audit Committee Report | 79 | |
45 | BENEFICIAL OWNERSHIP | 80 |
QUESTIONS AND ANSWERS | 82 |
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Proxy Materials and Voting Information | 82 | OTHER BUSINESS | 92 |
Corporate Structure, Common Stock and | ANNEX A | 93 | |
Exchangeable Shares | 89 | ||
Use of NonટGAAP Measures | 93 | ||
Board Communications, Stockholder Proposals | |||
and Company Documents | 91 | Reconciliation to Nearest U.S. GAAP Measures | 94 |
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2024 Notice of Annual Meeting of Stockholders
Time and Date | Place | Record Date |
May 15, 2024 | Golden Brewery | March 22, 2024 |
11:00 a.m., Mountain Daylight Time | 13th Street & Ford Street | |
Golden Colorado 80401 USA |
Important Parking Information: If you plan on attending the Annual Meeting, please park in the Coors Brewery Tour parking lot at the corner of 13th Street and Ford Street in Golden, Colorado. A complimentary shuttle will transport you to the Annual Meeting location.
The 2024 Annual Meeting of Stockholders (Annual Meeting) of Molson Coors Beverage Company (Company, we, us or our) will be held for the following purposes:
PROPOSAL NO. 1
To elect the 14 director nominees identified in the accompanying Proxy Statement.
PROPOSAL NO. 2
To approve, in a nonટbinding advisory vote, the compensation of the named executive officers (NEOs).
PROPOSAL NO. 3
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
And to transact such other business as may be brought properly before the Annual Meeting and any and all adjournments or postponements thereof.
PLEASE NOTE: The Annual Meeting is expected to last less than 30 minutes.
Record Date
Stockholders of record at the close of business on Marchܥ22,ܥ2024 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments or postponements thereof.
For a detailed description of our classes of stock and the exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our whollyટowned indirect subsidiary, please refer to the "Questions and Answers" section of this Proxy Statement.
Notice of Internet Availability of Proxy Materials
We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting on or about April 3, 2024. The Notice of Internet Availability will explain how to access our Proxy Statement and our Annual Report on Form 10ટK for the fiscal year ended December 31, 2023 and how to vote.
Voting Your Shares
We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, your vote is important to us. We urge you to review our proxy materials and promptly submit your proxy/voting instructions by telephone or via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting, even if you cannot personally attend.
Thank you for your interest in our Company. We look forward to seeing you at the Annual Meeting.
By order of our Board of Directors, Molson Coors Beverage Company
Dated: April 3, 2024
Natalie Maciolek
Chief Legal & Government Affairs Officer and Secretary
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Proxy Statement
The Board of Directors (Board) of Molson Coors Beverage Company (Molson Coors, Company, we, us or our) is furnishing this Proxy Statement in connection with the solicitation of proxies for use at the 2024 Annual Meeting of Stockholders (Annual Meeting), which will be held on May 15, 2024, at 11:00 a.m., Mountain Daylight Time, at our Golden Brewery, 13th Street & Ford Street, Golden, Colorado 80401. The proxies may also be voted at any adjournments or postponements of the Annual Meeting.
We have dual principal executive offices located at P.O. Boxܥ4030, BC555, Golden, Colorado 80401 USA and 111 Boulevard RobertટBourassa, 9th Floor, Montréal, Québec, H3C 2M1 Canada (Principal Executive Offices).
We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting, containing instructions on how to access our proxy materials and vote, on or about April 3, 2024.
Advance Voting Methods
Even if you plan to attend the Annual Meeting, please vote right away using one of the following voting methods (see the "Questions and Answers" section of this Proxy Statement for additional details). Make sure to have your proxy/voting instruction card in hand and follow the instructions.
You can vote in advance in one of the following three ways:
VIA THE INTERNET | BY TELEPHONE | BY MAIL |
Visit the website listed on your | Call the telephone number listed on your | Sign, date and return your proxy/voting |
proxy/voting instruction card | proxy/voting instruction card | instruction card in the enclosed envelope |
All properly executed proxies delivered by mail, and all properly completed proxies submitted via the Internet or by telephone that are delivered pursuant to this solicitation, will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is properly revoked prior to completion of voting at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024
The Notice of Annual Meeting, this Proxy Statement and the Annual Report on Form 10ટK
for the fiscal year ended December 31, 2023 (Annual Report) are available at www.proxyvote.com.
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Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.
Overview of Voting Matters and Board Recommendations
Proposal | Recommendation | Page of Proxy |
Election of 14 director nominees (Proposal No. 1) | FOR all director nominees | 15 |
Advisory approval of named executive officer (NEO) | FOR | |
compensation (Proposal No. 2) | 45 | |
Ratification of appointment of PricewaterhouseCoopers LLP | ||
(PwC) as our independent registered public accounting firm for | FOR | |
the fiscal year ending Decemberܥ31, 2024 (Proposal No. 3) | 77 |
Corporate Governance Highlights - Page 25
We are committed to strong corporate governance, sustainability and the accountability of our Board and our senior management team to our stockholders. Highlights of our corporate governance program include:
- Recent Board refreshment efforts, in part as a result of stockholder dialogue, which increased the number of women directors to four and the number of ethnically or racially diverse directors to three;
- Formal incorporation of environmental, social and governance (ESG, which we refer to as People & Planet) priorities and metrics into the Company's culture and values, as well as shortટterm incentive awards for the top senior leaders in our organization;
- Regular Board and committee review of our significant People & Planet, and human capital matters, corporate citizenship, social responsibility, environmental matters, and public policy issues;
- Separation of our Chief Executive Officer (CEO) and Board Chair positions;
- Regular executive sessions of independent directors at Board meetings that are chaired by the independent director member of the Governance Committee (the Independent Governance Committee Member);
- Independent Governance Committee Member reviews and approves Board and committee agendas, together with the Board Chair and the Vice Chair;
- Ongoing review and annual assessment of Board composition and refreshment matters, including diversity of opinion, personal and professional background and experience, as well as diversity of gender, race or ethnicity, nationality, age and country of origin;
- Active stockholder engagement;
- Significant director and executive officer stock ownership requirements;
- Annual Board and committee selfટevaluations and regular discussions and feedback aimed at enhancing Board and committee effectiveness;
- Robust director orientation and continuing education programs;
- Strong antiટpledging policy and prohibition on hedging and short sales;
- An age 72 retirement policy for independent directors as detailed further in the "Board Composition and Refreshment" section of this Proxy Statement;
- Annual advisory vote by Class A and Class B stockholders, voting together as a single class, to approve the compensation of our named executive officers (NEOs);
- Annual election of all directors;
- Independent Audit, Compensation and Human Resources (Compensation & HR) and Finance committees; and
- Majority independent Board.
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PROXY SUMMARY
Director Nominee Highlights
Director Nominee Highlights - Page 15
2024 Nominees For Class A Directors
Age(1) | Director | ||
Name | Since | Primary Occupation | |
Julia M. Brown | CEO, JMB Legacy Consulting LLC; | ||
54 | 2021 | Former Chief Procurement Officer | |
of multiple global companies | |||
David S. Coors | 42 | 2020 | Executive Chairman, Coors Spirits Co. |
Peter H. Coors | 77 | 2005 | Former Chair and Executive of |
Molson Coors | |||
Mary Lynn FergusonટMcHugh | Former CEO, Family Care and | ||
64 | 2015 | New Business, The Procter & | |
Gamble Company | |||
Gavin D.K. Hattersley | 61 | 2019 | President and CEO, Molson Coors |
Andrew T. Molson | 56 | 2005 | Partner and Chairman, AVENIR |
GLOBAL | |||
Geoffrey E. Molson | 53 | 2009 | General Partner, President and CEO, |
CH Group Limited Partnership | |||
Nessa O'Sullivan | 59 | 2020 | Former CFO and Executive Director, |
Brambles Limited | |||
Jill Timm | 50 | 2023 | CFO, Kohl's Corporation |
Leroy J. Williams, Jr. | 59 | 2022 | CEO, CyberTekIQ, LLC |
James "Sandy" A. Winnefeld, Jr. | 67 | 2020 | National Security and Business |
Consultant | |||
Committee
Memberships Independent
Compensation & HR
Governance
Governance
Compensation & HR
None
Governance
Governance
Audit; Finance
None
Audit; Finance
Audit; Compensation &
HR
2024 Nominees For Class B Directors
Age(1) | Director | Committee | |||
Name | Since | Primary Occupation | Memberships | Independent | |
Roger G. Eaton | 63 | 2012 | Former CEO of KFC, a division of | Audit; Finance | |
Yum! brands | |||||
Charles M. Herington | Chief Operating Officer, Vice Chairman | ||||
64 | 2005 | and President of Global Operations, | Audit; Finance | ||
Zumba Fitness, LLC | |||||
H. Sanford Riley | 73(2) | 2005 | President and CEO, Richardson | Compensation & HR; | |
Financial Group Limited | Governance | ||||
- Age as of the Record Date (as defined herein).
- Upon the recommendation of the members of the Governance Committee other than Mr. Riley, the Board approved a limited exception to its retirement age policy for Mr. Riley. See the "Board Composition and Refreshment" section of this Proxy Statement for more information regarding this exception and our director retirement policy in general.
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Molson Coors Beverage Company published this content on 18 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2024 18:02:05 UTC.