2021 Proxy Statement Proxy Voting We Hope You Will Be Able to Attend the Annual Meeting Online
Total Page:16
File Type:pdf, Size:1020Kb
Proxy Statement and Notice of 2021 Annual Meeting of Stockholders Wednesday, May 26, 2021 at 11:00 a.m., Eastern Daylight Time P.O. Box 4030 1555 Notre Dame Street East NH353 Montréal, Québec, Golden, Colorado 80401 H2L 2R5 USA Canada Andrew T. Molson Peter H. Coors Chair Vice Chair Dear Fellow Molson Coors Beverage Company Stockholders, You are invited to attend our 2021 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 26, 2021, at 11:00 a.m., Eastern Daylight Time. Traditionally, Molson Coors Beverage Company (Molson Coors, Company, MCBC, we, us or our) alternates its annual meetings between its two principal executive offices in Montréal, Québec, and Golden, Colorado. However, this year, the Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TAP2021. If you are a holder of the Class A or Class B exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary (Exchangeco), you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TPX2021. In each case, you will be able to listen to the Annual Meeting live, submit questions, and vote. We intend to return to alternating annual meetings between our two principal executive offices in Montréal, Québec, and Golden, Colorado next year, assuming it is safe to do so. At the Annual Meeting, we will ask our stockholders to: } elect our Board of Directors; } approve, on an advisory basis, the compensation of our named executive officers; } approve the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan; and } ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. We will also review our progress during the past year and discuss any new business matters properly brought before the Annual Meeting. The attached 2021 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. Introduction The year 2020 was a year unlike any other in our Company’s long history from the unimaginable tragedy at our Milwaukee Brewery in February to a global pandemic that had not been seen in about 100 years. While these unprecedented events had a significant impact on our performance, they also united us, further strengthening our commitment to executing our revitalization plan aimed at driving top-line growth and enhancing operational efficiencies. We first laid out our revitalization plan in October 2019, and quickly began to streamline our organizational structure with the goal of providing savings to be reinvested in the strategic pillars of the plan as shown below. STRATEGIC ORGANIZATIONAL Build on the Aggressively Expand in Invest Support our strength of grow Above Beyond Beer in our people and our iconic Premium capabilities communities brands As a result, we have dramatically improved our operating and cost structure, which has made us more agile and better able to navigate these challenging times. Given the operating environment, we are proud of our 2020 performance, which demonstrates incredible progress against our revitalization plan and the resilience of our Company and our people. 2020 Company Performance(1) The coronavirus pandemic had a significant impact on our 2020 financial performance primarily due to on-premise restrictions and lockdowns. Our Europe business was the most impacted, particularly in the U.K. where our business skews heavily towards on-premise, and drove top and bottom-line declines for the year. As described in our Annual Report on Form 10-K filed on February 11, 2021(2), net sales revenue decreased 8.7%, and we recorded a net loss attributable to Molson Coors Beverage Company of $949 million driven by a $1.5 billion non-cash impairment charge related to our Europe operations. But this does not tell the whole story. In 2020, we grew net sales revenue per hectoliter on a brand volume basis and improved our mix, delivered strong operating cash flow and cost savings, significantly reduced our debt and made great progress in advancing the objectives of our revitalization plan. We continued to build on the strength of our iconic core, with Miller Lite and Coors Light achieving strong off-premise growth and segment share gains in the U.S., our largest market. Our above premium portfolio reached a record share of our portfolio on a financial brand volume basis in constant currency in the U.S. in the second half of 2020 driven by key innovations. We had great success with Blue Moon LightSky and doubled our share of the rapidly growing hard seltzer category with the launch of Vizzy and Coors Seltzer. We also signed an exclusive agreement with The Coca-Cola Company to bring Topo Chico Hard Seltzer to the U.S., which began in March 2021. Through our strong portfolio of diversified hard seltzers, we are positioning ourselves to be a meaningful player in this important category. (1) Unless otherwise indicated, all $ amounts are in U.S. Dollars, and all comparative results are for the year ended December 31, 2020, compared to the year ended December 31, 2019. (2) Please refer to our Annual Report on Form 10-K filed on February 11, 2021 for more information regarding our performance and financial results for the year ended December 31, 2020 and comparisons to prior periods. With the incredible strength of our distribution network, our world-class supply chain team, and strong marketing capabilities, the Topo Chico Hard Seltzer arrangement is just one of a number of deals we signed in 2020 — some of them in the beer space and some of them beyond beer. We formed a joint venture with Yuengling to take this iconic brand westward for the first time. We are excited about the opportunity to address this pent-up demand beginning in the second half of 2021. Beyond beer, we have struck a multitude of deals in the non-alcohol space, in wine and spirits, and in cannabis-infused ready-to-drink beverages in Canada and CBD-infused beverages in Colorado, each through joint venture arrangements with Hexo Corp. From distribution deals with La Colombe to a partnership with a leadership team led by Dwayne “the Rock” Johnson for the exciting new energy drink, ZOA, we have signed deals with significant upside potential for our Company, our distributors and our retail partners. And, based on the deal structures, we are investing in these above premium priced spaces in financially prudent ways, which should allow for attractive potential returns. We have also continued to invest in our capabilities and our people. We have laid the foundation to meet innovation demand with increases of approximately 400% in capacity in the U.S. for both hard seltzers and Blue Moon LightSky. We also commissioned our new can line in our Rocky Mountain Metal Container joint venture in Golden, Colorado which is capable of producing 750 million cans per year. And we have invested in our digital capabilities, which should help support a substantial increase in our ecommerce growth. We have made tremendous strides with our brands — building brands and platforms that are more inclusive and representative of our communities, and the consumers that consume our products, and the consumers we want to attract to our portfolio. We are committed to ensuring that our Board of Directors, workforce and suppliers are also representative of the communities in which we operate. We are proud of our culture of putting people first and have built an organization that fosters diversity, equity and inclusion to create a stronger and more innovative team that aims to deliver better results. Last summer, we set a goal of increasing the representation among people of color in the U.S. business by 25% by the end of 2023 — across the country, among salaried employees and in leadership positions, each where market availability shows we have room for improvement — and we have made progress towards that goal. We are also pleased with our progress on Board refreshment and diversity with five new directors elected or appointed to the Board since 2019, assuming all nominees are elected at this year's Annual Meeting, while increasing the diverse representation of the Board in terms of gender, ethnicity, nationality and experience. We have also committed to spend a total of $1 billion with diverse suppliers between now and 2023. Also, as we continue to execute our revitalization plan, we do so with an emphasis on advancing our long history of sustainability. As detailed on Our Imprint Report, we are committed to leaving a positive imprint on our communities, environment and business. As one of the world’s largest beverage companies, we have spent years working to respond to society’s greatest challenges. Even in a year like 2020, we continued to invest and innovate in sustainability, in areas such as water efficiency, sustainable agriculture and waste reduction. We are committed to protecting and preserving water and are investing millions of dollars to make our facilities around the world even more energy and water efficient. These actions help improve biodiversity, increase climate resilience, protect finite natural resources, and raise the social and economic health of local communities.