Form 8-K - Current report

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): December 15, 2023

MOLSON COORS BEVERAGE COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-14829

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

P.O. Box 4030, BC555, Golden, Colorado 80401-0030

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On December 15, 2023, Louis Vachon provided his notice of retirement as a Class A Director of Molson Coors Beverage Company (the “Company”) and member of the Finance Committee of the Company’s Board of Directors (the “Board”) effective December 15, 2023. Mr. Vachon’s retirement is for personal reasons and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

(d) Further, on December 15, 2023, the Class A-M Subcommittee of the Governance Committee of the Board appointed Jill Timm to the Board effective December 16, 2023 to serve a term initially expiring at the Company’s 2024 Annual General Meeting of Stockholders. Ms. Timm is expected to be appointed to specific committees of the Board at a later date. The Board has determined that Ms. Timm is an independent director under the New York Stock Exchange listing standards and the Company’s Restated Certificate of Incorporation, as amended to date.

There are no arrangements or understandings between Ms. Timm and any other person pursuant to which Ms. Timm was selected to serve as a member of the Board. The Company is not aware of any transaction involving Ms. Timm requiring disclosure under Item 404(a) of Regulation S-K.

As compensation for her service on the Board, Ms. Timm will receive the Company’s standard compensation for non-employee directors, including a pro-rated annual equity award and pro-rated annual cash retainer.

Item 7.01. Regulation FD Disclosure.

On December 15, 2023, the Company issued a press release announcing the retirement of Mr. Vachon and the appointment of Ms. Timm to the Board, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		News Release of Molson Coors Beverage Company, dated December 15, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	December 15, 2023	By:	/s/ Natalie G. Maciolek
			Natalie G. Maciolek
			Chief Legal & Government Affairs Officer and Secretary

Exhibit 99.1

Media Contact:
Josh Noel, Molson Coors
josh.noel@molsoncoors.com

Molson Coors Nominates Jill Timm as an Independent Director
to Join Its Board of Directors

December 15, 2023

GOLDEN, Colo. & MONTREAL – (BUSINESS WIRE) – The Molson Coors Beverage Company (NYSE: TAP; TSX: TPX) Board of Directors announced today that Jill Timm has been nominated as an independent director effective December 16, 2023. The board also announced the retirement of Director Louis Vachon, who has served on the Molson Coors Board of Directors since 2012.

Timm, who has nearly 30 years of experience in finance and corporate leadership, is chief financial officer at Kohl’s, where she has worked since 1999.

“We couldn’t be more pleased to nominate Jill for election to our board,” said Geoffrey Molson, chair of the Molson Coors Board of Directors. “Her experience is broad and deep, and her perspective will be valuable as Molson Coors accelerates its growth in 2024 and beyond.”

At Kohl’s, Timm leads financial planning and analysis, investor relations, financial reporting, accounting operations, tax, treasury and corporate strategy. A frequent public speaker on issues involving business, finance and leadership, Timm has also served on the University of Wisconsin-Milwaukee Business Advisory Council and the Executive Committee of the Milwaukee Public Museum Board of Directors. In 2021, she was a featured speaker on a women’s leadership panel at the Fortune Most Powerful Women Summit.

“I would like to thank the Molson Coors Board of Directors for the opportunity to be part of the future for one of the world’s great beverage companies,” Timm said. “The company’s rich history and iconic brands are well positioned at an exciting time for the business, and I look forward to contributing to the many great things ahead for Molson Coors.”

Timm earned a Bachelor of Business Administration from the University of Wisconsin-Whitewater in 1995 and completed a Harvard Business School Executive Education series for senior executives in finance. Since joining Kohl’s as a senior financial analyst in 1999, she has been promoted steadily through the company, culminating with her appointment as CFO in 2019.

Vachon, the former president and CEO of the National Bank of Canada, has served on the Molson Coors Board of Directors since 2012. He has most recently applied his expertise in finance and markets as chair of the board’s finance committee.

“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,” Geoffrey Molson said. “We’re grateful for Louis’ positive impact on our business and wish him all the best on his next chapter.”

About Molson Coors Beverage Company

For more than two centuries, Molson Coors has brewed beverages that unite people for all life's moments. From Coors Light, Miller Lite, Molson Canadian, Carling, Madrí Excepcional and Staropramen to Coors Banquet, Blue Moon Belgian White, Leinenkugel's Summer Shandy, Vizzy Hard Seltzer, Topo Chico Hard Seltzer, Simply Spiked Lemonade, ZOA Energy, Blue Run Spirits, Creemore Springs and more, Molson Coors produces some of the most beloved and iconic brands ever made. While the company's history is rooted in beer, Molson Coors offers a modern portfolio that expands beyond the beer aisle with energy drinks, bottled spirits, ready-to-drink cocktails, cider and more. To learn more about Molson Coors Beverage Company, visit molsoncoors.com.

Forward Looking Statements

This press release contains forward-looking statements, including statements regarding Molson Coors’ growth ambitions. Actual events or results may differ materially from those contained in the forward-looking statements due to risks, uncertainties and assumptions. These factors include those detailed in Molson Coors’ public filings with the SEC, including its most recent Annual Report on Form 10-K. Molson Coors disclaims any obligation to update any forward-looking or other statements in this release, except as required by law.

Cover	Dec. 15, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2023
Entity File Number	1-14829
Entity Registrant Name	MOLSON COORS BEVERAGE COMPANY
Entity Central Index Key	0000024545
Entity Tax Identification Number	84-0178360
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	P.O. Box 4030
Entity Address, Address Line Two	BC555
Entity Address, City or Town	Golden
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80401-0030
City Area Code	303
Local Phone Number	279-6565
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Senior Notes Due 2024 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.25% Senior Notes due 2024
Trading Symbol	TAP
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.01
Trading Symbol	TAP.A
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $0.01
Trading Symbol	TAP
Security Exchange Name	NYSE
CANADA
Document Information [Line Items]
Entity Address, Address Line One	111 Boulevard Robert-Bourassa
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	Montréal
Entity Address, State or Province	QC
Entity Address, Country	CA
Entity Address, Postal Zip Code	H3C 2M1
City Area Code	514
Local Phone Number	521-1786