Sands family to give up majority voting power at Constellation Brands
This article was first published on Insightia’s Activism module on July 4, 2022. For more information about the product, click here.
Alcoholic beverage giant Constellation Brands has unveiled a plan to scrap its dual-class share structure in a deal with the Sands family to significantly reduce their voting power.
The proposal would see the group’s super-voting Class B shares, of which the Sands family controls 98%, converted into Class A stock, according to a Thursday press release. The conversion entails a $1.5 billion payment to Class B holders and is poised to trim the total voting power of the Sands family to about 20%, from about 60% currently.
Constellation, which makes several well-known beers for U.S. consumers including Corona and Modelo, said eliminating the Class B stock would improve the group’s governance profile. The change may also attract new investors who prefer single voting class stock structures and save administrative costs tied to maintaining the current architecture as well as up to $20 million in expenses associated with executive salary and certain benefits, the company added.
The reclassification will also lead to Executive Chairman Robert Sands transitioning to non-executive chairman, and his brother Richard Sands stepping down as executive vice-chairman to continue as a simple board member.
Constellation has a corporate governance score of 12 on Insightia’s Governance module, with several red flags including the absence of a provision allowing shareholders to call a special meeting and an average director tenure of 12 years, compared to the S&P500 Average of 7.8 years. Scrapping the dual-class share structure would significantly improve the score.
However, the governance changes could increase the chances of an activist investor appearing in the stock, with the company’s score on Insightia’s Vulnerability module placing it in the category of highly vulnerable.
Constellation has also come under attack from shareholders over its diversity and executive compensation policies in the past.