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Molson Coors Beverage Co – ‘8-K’ for 7/30/19

On:  Wednesday, 7/31/19, at 9:01am ET   ·   For:  7/30/19   ·   Accession #:  1157523-19-1634   ·   File #:  1-14829

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/31/19  Molson Coors Beverage Co          8-K:5,9     7/30/19   13:300K                                   Business Wire/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Molson Coors Brewing Company 8-K                    HTML     33K 
 2: EX-10.1     Material Contract                                   HTML     35K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     19K 
 9: R1          Document and Entity Information                     HTML     62K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- a52021867_htm                       XML     28K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      7K 
 5: EX-101.DEF  XBRL Definitions -- tap-20190730_def                 XML     67K 
 6: EX-101.LAB  XBRL Labels -- tap-20190730_lab                      XML     97K 
 7: EX-101.PRE  XBRL Presentations -- tap-20190730_pre               XML     68K 
 4: EX-101.SCH  XBRL Schema -- tap-20190730                          XSD     17K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               19±    26K 
13: ZIP         XBRL Zipped Folder -- 0001157523-19-001634-xbrl      Zip     15K 


‘8-K’   —   Molson Coors Brewing Company 8-K


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 iX: 
 i false i 000002454500000245452019-05-012019-05-010000024545country:CA2019-05-012019-05-010000024545us-gaap:CommonClassBMemberexch:XNYS2019-05-012019-05-010000024545tap:SeniorNotesDue2024Memberexch:XNYS2019-05-012019-05-010000024545us-gaap:CommonClassAMemberexch:XNYS2019-05-012019-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM  i 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):  i July 30, 2019


MOLSON COORS BREWING COMPANY
 i MOLSON COORS BREWING CO
(Exact name of registrant as specified in its charter)


Commission File Number:  i 001-14829

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


 i 1801 California Street,  i Suite 4600,  i Denver,  i Colorado  i 80202
 i 1555 Notre Dame Street East,  i Montréal,  i Quebec,  i Canada  i H2L 2R5
(Address of principal executive offices, including zip code)

( i 303)  i 927-2337 / ( i 514)  i 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:
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i  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
 i Class A Common Stock, par value $0.01
 
 i TAP.A
 
New York Stock Exchange
 i Class B Common Stock, par value $0.01
 
 i TAP
 
New York Stock Exchange
 i 1.25% Senior Notes due 2024
 
 i TAP
 
New York Stock Exchange
       
 i New York Stock Exchange LLC
 i New York Stock Exchange LLC
 i New York Stock Exchange LLC

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        i 

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 5.02             Departure of Directors or Certain Officers; Election of Directors;
                             Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 30, 2019, Mark R. Hunter, the President and Chief Executive Officer of Molson Coors Brewing Company (the “Company”) informed the Company Secretary and the Board of Directors of the Company (the “Board”) of his intention to retire as President and Chief Executive Officer of the Company and member of the Board effective September 27, 2019.
 
In addition, on July 30, 2019, the Board appointed Gavin D.K. Hattersley as the President and Chief Executive Officer to replace Mr. Hunter effective on September 27, 2019.  He was also appointed as a member of the Board effective September 28, 2019.  Mr. Hattersley currently serves as the President and Chief Executive Officer of MillerCoors, the US business unit of the Company.
 
Gavin Hattersley, age 56, has served as President and Chief Executive Officer of MillerCoors, since September 2015.  He was the interim Chief Executive Officer of MillerCoors from July 2015 to September 2015.  Mr. Hattersley served as Chief Financial Officer of the Company from June 2012 to September 2015.  From July 2008 to June 2012, Mr. Hattersley served as Executive Vice President and Chief Financial Officer of MillerCoors.  He also previously served as Senior Vice President, Finance for Miller Brewing Company from October 2002 to July 2008.
 
On July 30, 2019, the Board approved the terms of Mr. Hattersley’s compensation as President and Chief Executive Officer of the Company.  The terms of which are set forth in an offer letter (the “Offer Letter”), the material terms of which include: (i) an annual base salary of $1.1 million; (ii) eligibility to earn an annual cash bonus targeted at 150% of base salary; (iii) annual long term incentive awards targeted at a grant date fair value of $4.5 million; and (iv) subject to subsequent board approval, a one-time equity award in the amount of approximately $1 million to be granted on or around Mr. Hattersley’s start date comprised of the following elements: (1) 50% performance stock units, (2) 30% restricted stock units, and (3) 20% stock options.  Mr. Hattersley will also be eligible to participate in the Company’s Change in Control Program and to continue to participate in the Company’s benefit plans, including the Severance Pay Plan.  The Offer Letter also provides for vacation, life insurance and executive financial planning benefits. Mr. Hattersley will also be required to sign a non-compete and confidentiality agreement.
 
The foregoing description of Mr. Hattersley’s Offer Letter is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 hereto, and is incorporated by reference herein.
 
On July 31, 2019, the Company issued a press release announcing the above management changes.  A copy of the press release is attached as Exhibit 99.1.
 

 
Item 9.01                          Financial Statements and Exhibits.
 
 
(d) Exhibits:
Exhibit Number
Description
10.1
Offer Letter from Molson Coors Brewing Company to Gavin Hattersley.
   
99.1
Press Release of Molson Coors Brewing Company, dated July 31, 2019, announcing the retirement of Mark Hunter and appointment of Gavin Hattersley.

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 BREWING COMPANY
       
Date:
By:
     
     
Chief Legal and Corporate Affairs Officer & Secretary


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
9/28/19
9/27/19
Filed on:7/31/1910-Q,  8-K
For Period end:7/30/19
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/24  Molson Coors Beverage Co.         10-K       12/31/23  125:19M
 2/21/23  Molson Coors Beverage Co.         10-K       12/31/22  124:21M
 2/23/22  Molson Coors Beverage Co.         10-K       12/31/21  134:23M
 2/11/21  Molson Coors Beverage Co.         10-K       12/31/20  134:26M
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