UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant x   

Filed by a Party other than the Registrant ¨

Check the appropriate box:

CONSTELLATION BRANDS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ANNUAL MEETING OF STOCKHOLDERS

June 2, 2008

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Constellation Brands, Inc. at the Rochester Riverside Convention Center, 123 East Main Street, Rochester, New York 14604, on Thursday, July 17, 2008 at 11:00 a.m. (local time).

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe in detail the matters expected to be acted upon at the meeting. Also contained in this package is the Company’s 2008 Annual Report to Stockholders that contains important business and financial information concerning the Company.

We hope you are able to attend this year’s Annual Meeting.

Very truly yours,

RICHARD SANDS

Chairman of the Board

Please note that the Rochester Riverside Convention Center is located at the corner of East Main Street and South Avenue in downtown Rochester, New York. Parking is available at the South Avenue Garage, the entrance to which is located on Broad Street. Additional parking is also available at other public garages in the area.

CONSTELLATION BRANDS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 17, 2008

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CONSTELLATION BRANDS, INC. (the “Company”) will be held at the Rochester Riverside Convention Center, 123 East Main Street, Rochester, New York 14604, on Thursday, July 17, 2008 at 11:00 a.m. (local time) for the following purposes as more fully described in the attached Proxy Statement:

The Board of Directors has fixed the close of business on May 23, 2008 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment thereof.

The Proxy Statement and proxy card or proxy cards are enclosed.

WE HOPE YOU WILL ATTEND THIS MEETING IN PERSON, BUT, IF YOU CANNOT, PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD(S). RETURN THE PROXY CARD(S) IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

BY ORDER OF THE BOARD OF DIRECTORS

DAVID S. SORCE, Secretary

June 2, 2008

CONSTELLATION BRANDS, INC.

370 Woodcliff Drive, Suite 300

Fairport, New York 14450

PROXY STATEMENT

2008 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished to the holders of the common stock of CONSTELLATION BRANDS, INC. (the “Company,” “we” or “us”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”). The proxies are for use at the Annual Meeting of Stockholders of the Company and at any adjournment thereof (the “Meeting”). The Meeting will be held on Thursday, July 17, 2008 at 11:00 a.m. (local time) at the Rochester Riverside Convention Center, 123 East Main Street, Rochester, New York 14604.

The shares represented by your proxy, if the proxy is properly executed and returned, and not revoked, will be voted at the Meeting as therein specified. You may revoke your proxy at any time before the proxy is exercised by delivering to the Secretary of the Company a written revocation or a duly executed proxy bearing a later date. You may also revoke your proxy by attending the Meeting and voting in person.

The shares represented by your proxy will be voted FOR the election of the director nominees named herein (Proposal No. 1), unless you specifically withhold authority to vote for one or more of the director nominees. Further, unless you indicate otherwise, the shares represented by your proxy will be voted FOR the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2009 (Proposal No. 2).

The outstanding common stock of the Company currently consists of Class A Common Stock, par value $.01 per share (“Class A Stock”), and Class B Common Stock, par value $.01 per share (“Class B Stock”). The Company is also authorized to issue Class 1 Common Stock, par value $.01 per share (“Class 1 Stock”); however, no shares of Class 1 Stock were issued or outstanding as of May 23, 2008 (the “Record Date”). Only holders of Class A Stock and Class B Stock are entitled to vote on the matters described above. Accordingly, the Company has enclosed with the proxy materials a Class A Stock proxy card and/or a Class B Stock proxy card, depending on the holdings of the stockholder to whom proxy materials are mailed. Stockholders who receive both a proxy card for Class A Stock and a proxy card for Class B Stock must sign and return both proxy cards received in accordance with their respective instructions to ensure the voting of the shares of each class owned.

This Proxy Statement and the accompanying proxy cards are being mailed to stockholders beginning on or about June 9, 2008.

The cost of soliciting proxies will be borne by the Company. In addition to solicitation by use of the mail, directors, officers or regular employees of the Company, without extra compensation, may solicit proxies in person or by telephone, facsimile, Internet or electronic mail. The Company has requested persons holding stock for others in their names or in the names of nominees to forward these materials to the beneficial owners of such shares. If requested, the Company will reimburse such persons for their reasonable expenses in forwarding these materials.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 17, 2008

This Proxy Statement and the Company’s Annual Report for the fiscal year ended February 29, 2008 are available on the Investors page of our Web site. This page can be found at www.cbrands.com/CBI/constellationbrands/Investors.

VOTING SECURITIES

The capital stock of the Company entitled to be voted at the Meeting that was outstanding as of the Record Date consisted of 193,779,786 shares of Class A Stock and 23,765,514 shares of Class B Stock. Each share of Class B Stock is convertible into one share of Class A Stock at any time at the option of the holder.

Of the 193,779,786 shares of Class A Stock outstanding on the Record Date, 2,072,269 shares were held by CHESS Depositary Nominees Pty Ltd. (ACN 071 346 506) (“CDN”), a wholly-owned subsidiary of ASX Limited (ACN 008 624 691), the Australian Stock Exchange (the “ASX”). CDN has issued Constellation CHESS Depositary Interests (“Constellation CDIs”) that represent beneficial interests in the Class A Stock held by CDN. Constellation CDIs are traded on the electronic transfer and settlement system operated by the ASX. As of the Record Date, there were 20,722,690 Constellation CDIs outstanding that were held by approximately 674 holders of record. All references in this Proxy Statement to outstanding shares of Class A Stock include the shares of Class A Stock held by CDN, and all references to holders of Class A Stock include CDN.

Holders of Constellation CDIs receive all the economic and other benefits of actual ownership of Class A Stock at a ratio of ten (10) Constellation CDIs to each share of Class A Stock. Constellation CDIs can be converted to Class A Stock at any time at the option of the holder of the Constellation CDIs at a ratio of one (1) share of Class A Stock for each ten (10) Constellation CDIs. Holders of Constellation CDIs have the right to attend meetings of stockholders of the Company and to direct the vote of the underlying shares of Class A Stock represented by their Constellation CDIs. CDN, as the holder of record of the underlying shares of Class A Stock represented by the Constellation CDIs, will vote such shares in accordance with the directions of the holders of the Constellation CDIs. If CDN does not receive a direction from a holder of Constellation CDIs as to how to vote the underlying shares represented by those Constellation CDIs, those shares will not be voted and will not be considered present at the Meeting for quorum purposes. A holder of Constellation CDIs will be entitled to vote at the Meeting only if such holder directs CDN to designate such holder as proxy to vote the underlying shares of Class A Stock represented by the Constellation CDIs held by such holder. A form to be used to direct CDN how to vote underlying shares of Class A Stock represented by Constellation CDIs is being delivered with this Proxy Statement to each holder of Constellation CDIs.

Only holders of record of Class A Stock and Class B Stock on the books of the Company at the close of business on May 23, 2008, the Record Date for eligibility to vote at the Meeting, are entitled to notice of and to vote at the Meeting and at any adjournment thereof. Under arrangements established between the Company and CDN in connection with the issuance of Constellation CDIs, the holders of Constellation CDIs are entitled to notice of and to attend the Meeting but may only vote at the Meeting as proxy for CDN in the circumstances described above. Except as otherwise required by Delaware law, the holders of Class A Stock and the holders of Class B Stock will vote together as a single class on all matters other than the election of the group of directors who are selected solely by the holders of Class A Stock. Each holder of Class A Stock is entitled to one (1) vote for each share of Class A Stock

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registered in such holder’s name, and each holder of Class B Stock is entitled to ten (10) votes for each share of Class B Stock registered in such holder’s name. Therefore, holders of Class A Stock are entitled to cast a total of 193,779,786 votes at the Meeting and holders of Class B Stock are entitled to cast a total of 237,655,140 votes at the Meeting.

The holders of shares representing a majority of the outstanding aggregate voting power of Class A Stock (including the underlying shares represented by Constellation CDIs) and Class B Stock, present at the Meeting in person or by proxy, will constitute a quorum. Shares represented by proxies marked as abstentions will be counted toward determining the presence of a quorum. Proxies relating to shares held in “street name” by brokers or other nominees that may be voted with respect to some, but not all, matters without instruction from the beneficial owner (“broker non-votes”) would be counted as shares present for purposes of determining whether a quorum is present at the Meeting. Under the rules of the New York Stock Exchange, brokers and nominees are generally permitted to vote with respect to Proposal No. 1 and Proposal No. 2 without receiving direction from the beneficial owner of Class A Stock or Class B Stock. Accordingly, the Company does not expect to receive broker non-votes with respect to Proposal No. 1 or Proposal No. 2 unless one or more beneficial owners have withheld discretionary authority from their respective brokers or nominees.

Under Delaware law and the Company’s certificate of incorporation and by-laws, directors are elected by a plurality of the votes cast (the highest number of votes cast) by the holders of the shares entitled to vote, and actually voting, in person or by proxy. Pursuant to the Company’s certificate of incorporation, the holders of Class A Stock (including the underlying shares represented by Constellation CDIs), voting as a separate class, are entitled to elect one-fourth of the number of directors to be elected at the Meeting (rounded up to the next number if the total number of directors to be elected is not evenly divisible by four). The holders of Class A Stock (including the underlying shares represented by Constellation CDIs) and Class B Stock, voting as a single class, are entitled to elect the remaining number of directors to be elected at the Meeting, with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share. Since the Board nominated ten (10) directors, the holders of Class A Stock will be entitled to elect three (3) directors and the holders of Class A Stock and Class B Stock, voting as a single class, will be entitled to elect seven (7) directors. Because the directors are elected by a plurality of the votes cast in each election, votes that are withheld (including broker non-votes, if any) will not be counted and, therefore, will not affect the outcome of the elections.

The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2009 (Proposal No. 2) requires the affirmative vote of a majority of the votes entitled to be cast by stockholders present in person or represented by proxy at the Meeting. With respect to this proposal, holders of Class A Stock (including the underlying shares represented by Constellation CDIs) and Class B Stock are entitled to vote as a single class at the Meeting, with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share. Therefore, abstentions will have the effect of negative votes. However, because broker non-votes, if any, are not considered entitled to vote, they will not affect the outcome of the vote.

BENEFICIAL OWNERSHIP

This section presents information concerning the beneficial ownership of our common stock by certain individuals, entities and groups. Determinations as to whether a particular individual, entity or group is the beneficial owner of our common stock have been made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Under Rule 13d-3, a person is deemed to be the beneficial owner

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of any shares as to which such person: (i) directly or indirectly has or shares voting power or investment power, or (ii) has the right to acquire such voting or investment power within 60 days through the exercise of any stock option or other right. The fact that a person is the beneficial owner of shares for purposes of Rule 13d-3 does not necessarily mean that such person would be the beneficial owner of securities for other purposes. The percentages of beneficial ownership reported in this section were calculated on the basis of 193,779,786 shares of Class A Stock, 23,765,514 shares of Class B Stock, and no shares of Class 1 Stock outstanding as of the close of business on May 23, 2008, subject to adjustment as appropriate in each particular case in accordance with Rule 13d-3 of the Securities Exchange Act of 1934.

Beneficial Security Ownership of More Than 5% of the Company’s Voting Common Stock

The following tables present, as of May 23, 2008, information regarding the beneficial ownership of Class A Stock or Class B Stock by each person who is known to be the beneficial owner of more than 5% of the Class A Stock or Class B Stock. Except as otherwise noted below, the address of each person or entity listed in the tables is c/o Constellation Brands, Inc., 370 Woodcliff Drive, Suite 300, Fairport, New York 14450.

Class A Stock

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Class B Stock

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Beneficial Security Ownership of Directors and Executive Officers

The Board has established targets for the minimum amounts of our common stock that our non-management directors and executive officers should beneficially own. These targets for stock ownership consider the length of a director’s tenure on the Board or an executive officer’s tenure as an executive officer. We allow individuals five years in which to reach their targets. Ownership targets can be satisfied through the beneficial ownership of Class A Stock or Class B Stock, vested stock options, and/or Class A Stock underlying Constellation CDIs.

The target for non-management directors is the beneficial ownership of two times the annual retainer fee paid to them. The target for executive officers is based on each officer’s position in the organization and is a multiple of annual base salary. The Chairman of the Board and the President and Chief Executive Officer each has a stock ownership target of four (4) times his annual base salary. Each of the other executive officers has a stock ownership target of two (2) times his annual base salary. As of May 23, 2008, each of our non-management directors and each of our executive officers had either met his or her respective target or was within the five-year window for doing so.

The following table sets forth, as of May 23, 2008, the beneficial ownership of Class A Stock, Class B Stock, and Class 1 Stock by our directors, the named executive officers (as defined under the heading “Compensation Tables and Related Information” below), and all of our directors and executive officers as a group. The Class A Stock information in the table below does not include shares of Class A Stock that are issuable upon the conversion of either Class B Stock or Class 1 Stock, although such information is provided in footnotes where applicable. Unless otherwise noted, the individuals listed in the table have sole voting and dispositive power with respect to the shares attributed to them.

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EXECUTIVE OFFICERS

Information concerning the Company’s executive officers and their terms of office can be found in Part I to the Company’s Annual Report on Form 10-K for the year ended February 29, 2008.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Philosophy and Objectives

As a leading international producer and marketer of beverage alcohol with a broad portfolio of brands across the wine, spirits and imported beer categories, we operate in a highly competitive and complex business environment on a global basis. The ability to attract, motivate and retain employees throughout the organization is critical to our long-term success in this environment. Accordingly, the objective of our executive compensation program is to attract, motivate and retain key executives by providing a compensation package that is competitive with the pay practices of other companies of comparable size, status, and industry.

Our executive compensation program, discussed in detail below, consists of both fixed compensation (in the form of base salary) and variable compensation (in the form of cash bonus payments and equity awards). We have designed the elements of executive compensation to operate together in a manner that seeks to reward our executives for their respective abilities and day-to-day service, assistance with the achievement of annual goals and financial targets, and contributions toward long-term stockholder value.

Our fiscal year ends on the last day of February of each calendar year. Throughout this discussion, fiscal years are referred to by the calendar year in which that fiscal year ends. For example, the fiscal year ending February 29, 2008 is referred to as “fiscal 2008.”

How Executive Compensation is Established

The Human Resources Committee of the Board, or the Committee, discharges the Board’s responsibilities relating to the compensation of executives, including the annual review and approval of executive officer compensation. Management personnel within our Human Resources Department support the Committee in its work. Executive officers, including the Chairman of the Board, the President and Chief Executive Officer, and the Executive Vice President and Chief Administrative Officer, may make recommendations or provide information to, or answer questions from, the Committee as the Committee fulfills its responsibilities regarding executive compensation. The Committee engaged Mercer Human Resource Consulting, Inc. to assist the Committee in its review and analysis of executive compensation data and to advise the Committee on matters relating to executive officer compensation. In addition to those services, Mercer is one of the companies that we use as consultants for other human resource matters that arise from time to time, and a company affiliated with Mercer provides administration and recordkeeping services to our 401(k) and Profit Sharing Plan and similar services for certain of our benefit arrangements outside of the United States. The Committee has determined that, as a matter of best practices and in order to receive the benefit of additional perspectives on executive compensation matters, it would be appropriate to utilize a new consultant to conduct the next annual executive officer compensation study.

In making its compensation decisions for executive officers, the Committee compares elements of compensation against a specific peer group of high-performing companies that we believe to be comparable in terms of business type, financial metrics (such as gross sales, net income or market capitalization) and performance. We have periodically reviewed and revised the composition of the peer group with the assistance of Mercer. The peer group used in setting the executive officer

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compensation amounts described in this Proxy Statement and used subsequently in April 2008 to set new base salaries and equity grants for fiscal 2009 consisted of the following companies:

In addition to its review of peer group executive compensation levels, the Committee also considers general executive compensation survey data provided by Mercer.

As discussed in more detail below, the Committee generally reviews, adjusts and makes awards under the executive compensation program on an annual basis at a regularly scheduled meeting of the Committee, usually in early April. At that time, the Committee considers company and individual performance, executive compensation information and benchmarking materials from Mercer, and compensation and benefit recommendations from management. Starting in April 2007, as part of this annual review process, the Committee also reviews a tally sheet setting forth and comparing current and proposed base salaries, cash bonuses, equity incentives, and perquisites. Compensation decisions may be made at other times of the year in the case of promotions, new hires, or changes in responsibilities, such as when the Board appointed Robert Sands to the position of President and Chief Executive Officer effective on July 26, 2007.

The Committee generally attempts to maintain an executive officer compensation program that will result in executive officers’ cash compensation approximating the midpoint of that provided by peer group companies. In determining long-term incentive grants, the Committee considers historical awards and the value realizable by executive officers from those awards as well as peer group and general survey group data. Based on the historical performance of our stock, the Committee has generally set previous long-term incentive awards, which have consisted of stock option grants, below peer group median levels and approximately at general survey median levels. As a result of its analysis of our more recent stock performance and peer group and general survey data concerning long-term incentive awards, the Committee decided in April 2008 to award restricted stock as well as stock options to our executive officers in order to align our long-term incentive grants to peer group median levels.

The Committee desires to keep a significant portion of our executive officers’ compensation at risk and based on performance and also desires to align our executive officers’ interests with the interests of our stockholders. Accordingly, a significant percentage of annual compensation is allocated to incentive compensation in the form of annual cash bonus payments and equity grants. The Committee, however, does not have a policy regarding the specific allocation of compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or regarding the allocation of different forms of non-cash compensation other than the decision to have combined long-term incentive grants approximate peer group median levels starting in fiscal 2009. Rather, the Committee generally determines the allocation based on its analysis of the various individual components of the compensation program.

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Elements of Compensation and Analysis of Compensation Decisions

The elements of compensation for our executive officers consist of the following:

Base Salary

We set base salary levels for our executive officers to provide current compensation for the day-to-day services the executive officers provide during the fiscal year, taking into account their individual roles and responsibilities as well as their respective experience and abilities. The fundamental objective in setting base salary levels for our executive officers, as with all components of executive compensation, is to pay competitive rates to attract, motivate and retain high-quality executives.

We generally seek to pay our executive officers base compensation at the 50^th percentile of similarly situated executives in the peer group, and the salaries for each of our current named executive officers approximate these amounts. Under certain circumstances, however, the Committee may decide to approve an individual executive officer’s salary at a level above or below the peer group median.

The Committee considers base salary adjustments on an annual basis as part of its comprehensive review of executive compensation matters, usually in early April. The Committee may also approve mid-year base salary adjustments in the event of a new hire, promotion or other significant change in responsibilities. No named executive officer received such a mid-year salary adjustment during fiscal 2007. During fiscal 2008, Robert Sands received a salary adjustment upon his appointment as President and Chief Executive Officer in July 2007. The Committee also set salaries for Robert Ryder, upon his appointment as our Executive Vice President and Chief Financial Officer in May 2007, and for Jose F. Fernandez, upon his appointment to the position of Chief Executive Officer, Constellation Wines North America in July 2007. In addition, the Committee decided to keep Richard Sands’ salary as Chairman of the Board at his then current level when Robert Sands assumed the duties of Chief Executive Officer in July 2007. In making all of these compensation decisions, the Committee considered data provided by Mercer to determine that the salaries were competitive and in line with our compensation philosophy of paying compensation at approximately the 50^th percentile of the peer group.

Fiscal 2008 salaries, and, where applicable, fiscal 2007 salaries, for our named executive officers appear in the Summary Compensation Table.

Annual Cash Bonus Awards

In addition to their base salaries, our executive officers, like other eligible members of management, have the opportunity to earn annual cash bonuses. The Committee views annual bonuses as an integral element of the entire compensation package.

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Annual Management Incentive Plan

Our Annual Management Incentive Plan serves as the primary mechanism for granting annual bonuses. The Committee administers this plan for executive officers in order to accomplish the following objectives:

The Committee meets annually within 90 days of the most recently-concluded fiscal year to approve a specific program for executive officers under the Annual Management Incentive Plan for the new year and to evaluate performance and certify and approve awards for the recently-concluded year. Payouts for executive officers under the Annual Management Incentive Plan depend on three variables:

Specifically, the Committee establishes individual bonus targets (based on a percentage of each executive officer’s salary) depending on the executive’s position and responsibilities with us. The Committee establishes these target award opportunities based on the following principles:

For fiscal 2008, all of the named executive officers participated in the plan, except for Mr. Summer who retired from his executive officer position in May 2007. To provide continuing incentives throughout the year and to minimize the risk of unanticipated outcomes, the Committee provides for a range of possible awards from a threshold level to a maximum level, including a target level award. The Committee established the following award schedule under the Annual Management Incentive Plan for participating executive officers in terms of a percentage of base salary:

Annual Management Incentive Plan

Award Schedule for Executive Officers

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The Committee also establishes the objective performance criteria on which payouts are based. It selects the criteria for each year from the list of performance criteria set forth in the Annual Management Incentive Plan. The Committee chooses measures that it believes will provide an appropriate link between the level of Company performance for a given year and the corresponding payout under the plan depending on the executive’s management position and duties. Accordingly, the award opportunities set forth above assume that threshold, target or maximum performance is achieved for all applicable performance criteria selected under the plan. Awards under the plan may be less than the threshold percentage set forth above if threshold performance is achieved for some, but not all, of the criteria selected. Awards under the plan may not exceed the maximum percentage set forth above.

The Committee sets a target level for each performance criteria at the corresponding level of expected performance for that year under our operating plan. These operating plans are reviewed with and approved by the Board, usually in April of each fiscal year. As a result, if our performance at the end of a fiscal year matches the expected performance as set at the beginning of that year, the executive officers would receive target level bonuses. With the assistance of the Human Resources Department, the Committee then establishes a range for each performance criteria, from a threshold level to a maximum level, by considering a variety of factors, including the minimal acceptable growth for each performance criteria, our strategic direction and focus, the various risks and uncertainties we face, and our publicly-disclosed guidance. Under normal circumstances, the threshold levels for each performance criteria should be achievable, target levels should be challenging but will be achieved if we perform as expected in our operating plan, and maximum levels should be achievable only in years of exceptional performance.

For fiscal 2007, the Committee determined that awards under the Annual Management Incentive Plan for each executive officer at that time were to be based exclusively on operating income. For each named executive officer during fiscal 2007 other than Mr. Berk, the targets were based solely on the operating income of the Company on a consolidated basis. Since Mr. Berk’s responsibilities relate primarily to our beers and spirits businesses, his targets were based upon a combination of our consolidated operating income and the operating income for our beers and spirits businesses.

The Committee met in April 2007 to review performance under the Annual Management Incentive Plan, including the executive officer program thereunder, and to consider payouts to participants. Due to certain required downward adjustments for acquisition activity, the Committee determined that our adjusted performance did not meet or exceed the threshold consolidated operating income targets under the executive officer program. Consequently, we made no payment under the Annual Management Incentive Plan for fiscal 2007 to those executive officers whose pre-established performance metrics were based solely on our performance on a consolidated basis. As operating income of our beers and spirits businesses exceeded target levels of achievement under the plan even after giving effect to the downward adjustments that were made to reflect transactions, the Committee certified an award to Mr. Berk at approximately 90% of his salary. This amount appears in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

Also in April 2007, the Committee approved amendments to the Annual Management Incentive Plan to (i) expand the list of potential performance criteria from which the Committee can select under the plan, (ii) increase the maximum award that we can issue under the plan to $5 million, and (iii) clarify certain other provisions and definitions used in the plan. Our stockholders approved these amendments on July 26, 2007. In May 2007, the Committee established the parameters of the

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executive officer program under the Annual Management Incentive Plan for fiscal 2008. While the bonus opportunity percentages remained unchanged for the participating executive officers, the Committee decided to base fiscal 2008 awards on the basis of free cash flow as well as earnings before interest and taxes, or EBIT, in order to diversify the performance criteria and recognize and reward cash generation as well as income generation. In addition, depending on the executive officer’s level of responsibilities, an executive officer’s performance criteria weightings may be based entirely on our consolidated performance or on a combination of corporate-wide and divisional results. In particular, the Committee established the following Annual Management Incentive Plan performance criteria weightings for named executive officers for fiscal 2008:

Annual Management Incentive Plan

Performance Criteria Weightings for Fiscal 2008

The Committee met in April 2008 to review performance under the Annual Management Incentive Plan, including the executive officer program thereunder and the non-executive program which included Messrs. Fernandez and Moramarco for fiscal 2008, and to consider payouts to participants. After reviewing this performance against the applicable performance criteria, the Committee certified awards to executive officers, including the participating named executive officers. Payouts related to our EBIT performance for fiscal 2008 ranged from zero (for below threshold level performance) for one divisional measure, to a payout of approximately 160% of target (for performance between target and maximum levels) for another divisional measure, with the corporate EBIT payout at approximately 40% of target for the year (for performance between threshold and target levels). Payouts related to our free cash flow performance for fiscal 2008 reached the maximum level for the corporate measure as well as each divisional measure applicable to any of our named executive officers. The total named executive officer awards for fiscal 2008 appear in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

At a second meeting in April 2008, the Committee approved the executive officer award program under the plan for fiscal 2009. The Committee decided to continue to use EBIT and free cash flow as the applicable performance criteria but determined that it would be appropriate to adjust the fiscal 2009 weightings for Messrs. Berk, Fernandez and Moramarco so that their awards would be more dependent upon corporate-wide performance. In particular, their fiscal 2009 awards will be based 40% on corporate EBIT, 40% on their respective divisional EBIT, and 20% on their respective divisional free cash flow.

Other Cash Bonus Awards

In addition to any payments under the Annual Management Incentive Plan, we have discretion to pay cash bonuses to our executives outside of that plan, including to our executive officers. Such

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payments might be paid to executives, for example, after the closing of a significant acquisition or other transaction. In April 2007, the Committee determined it equitable and appropriate to award such a cash bonus for fiscal 2007 to each executive officer. The Committee awarded these bonus payments in recognition of the dedication and significant efforts on the part of management, including the executive officers, to fulfill our initiatives throughout the fiscal year, including business integration of the assets acquired through the acquisition of Vincor International Inc., the expansion of our premium spirits business within the United States, and the geographic expansion of our wine business in the U.S., Canada, Europe, Australia, and New Zealand. After its review, the Committee decided to award these cash bonuses based on a percentage of each executive officer’s salary and set the named executive officer awards at 42% of salary for Richard Sands and Robert Sands, 24.5% of salary for Mr. Summer and, given his less direct involvement in certain of these activities, 4.9% of salary for Mr. Berk.

In April 2008, the Committee also determined it equitable and appropriate to award a cash bonus to each executive officer in recognition of certain achievements and events that were not otherwise reflected in the fiscal 2008 Annual Management Incentive Plan awards. The Committee awarded these bonuses primarily to reflect the efforts expended and the challenges encountered in the first year of operations of our Crown Imports LLC imported beers joint venture and set the named executive officer awards at 62% of salary for Richard Sands and Robert Sands, 57% of salary for Mr. Berk, and 9% of salary for Messrs. Fernandez and Moramarco. In setting these awards, the Committee primarily considered the bonus awards provided by Crown Imports to its employees for its last fiscal year as well as our executive officers’ target bonuses and responsibilities.

These cash bonuses paid to the named executive officers for fiscal 2008 and, where applicable, fiscal 2007 appear in the Summary Compensation Table under the “Bonus” column. In making these decisions, the Committee took into consideration the fact that these payments do not qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, or the Code.

Long-Term Incentive Awards

Executive Officer Awards

The Committee (as well as the full Board) has the flexibility to award executive officers non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards under our Long-Term Stock Incentive Plan. The use of equity-based awards, together with the ownership guidelines described below, directly ties our executives’ interests to the value and appreciation of our Class A Stock. These awards also assist in the retention of executives as they vest over a period of employment with us, usually one-quarter per year over four years. The Committee generally considers granting stock-based awards as part of its annual review of executive compensation, usually in early April. The Committee has also granted stock-based awards in connection with significant business activities, such as acquisitions, or events, such as new hires. Through fiscal 2007, the Committee’s equity-based awards to executive officers traditionally consisted of options to purchase our Class A Stock.

In April 2007, the Committee awarded annual stock option grants for fiscal 2008 to our executive officers as well as special grants in recognition of the closing of certain business transactions. The Committee based the annual awards on a formula that took into account the executives’ positions and salaries so that more senior executives received a greater portion of their compensation through these long-term incentives. In structuring these annual awards, the Committee

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considered the competitiveness of grants by reviewing the financial statement expense of grants at peer group companies as a percentage of salary. The Committee approved grants which approximated the 25^th percentile of peer group awards and fell between the 25^th percentile and median of general survey group awards.

In addition, the Committee approved amendments to the Long-Term Stock Incentive Plan. These amendments, which were approved by our stockholders in July 2007, included an increase in the total number of shares available for grant under the plan and the number of awards that we may grant to an individual participant in any year. In July 2007, the Committee also granted to Richard Sands and Robert Sands options so that, after aggregating this additional grant with the annual grant the Committee awarded in April 2007, each of them would receive an amount consistent with what the April 2007 grant would have been if the previous limit on annual awards to an individual participant had not applied.

In December 2007, our stockholders approved an amendment and restatement of the Long-Term Stock Incentive Plan in order to, among other things, permit us to grant awards under that plan with respect to Class A Stock or Class 1 Stock. We sought this approval in response to the possibility of an adverse change in the tax treatment, as a result of the enactment of Section 409A of the Code, associated with grants of Class A stock options to individuals who are subject to U.S. taxation. After this plan amendment, we amended the outstanding stock options issued on or after April 10, 2007, the effective date of the possible new tax treatment, to individuals subject to U.S. taxation so that the options related to Class 1 Stock instead of Class A Stock. This included amendments of applicable grants to our executive officers. The Committee now grants options to purchase Class 1 Stock to recipients who are subject to U.S. taxation, including all of the current executive officers, and options to purchase Class A Stock to other recipients.

In January 2008, the Committee granted options to certain employees, including all of its executive officers (other than Mr. Summer), in recognition of the successful closing of an acquisition. At the request of the President and Chief Executive Officer, our Human Resources Department prepared a recommendation for these grants, including the amount of the recommended grants to our executive officers (other than Mr. Summer), based on our prior acquisition-related granting practices. After its review and consideration, the Committee approved these grants as requested.

In April 2008, the Committee again determined that it was important to retain stock options as a significant element of annual compensation and awarded non-qualified options to all executive officers (other than Mr. Summer) upon the same formula employed in April 2007. At this same meeting, the Committee determined that, in order to bring the long-term incentive portion of compensation in line with peer group and general survey group practices and to provide for greater diversification in our equity-based grants, it would be appropriate to also grant certain executives, including all of our executive officers (other than Mr. Summer), shares of restricted stock as part of our annual equity-based grants. The Committee determined that, for the recipients, these grants of restricted stock would be provided in lieu of special grants of stock options for significant business accomplishments and acquisitions. The Committee established restricted stock grant levels by reviewing market trends and practices provided by Mercer regarding our peer group and general market data so that the combination of stock option and restricted stock awards approximates the peer group median.

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Equity Award Granting Practices

The Committee grants annual option and other equity awards to executive officers at the regularly scheduled meeting at which it considers annual compensation-related actions and awards. The Committee generally grants new employee awards, awards associated with promotions, and awards associated with merger and acquisition activity at regularly scheduled meetings of the Committee, which may or may not be one at which other compensation-related decisions are made. We used this practice, for example, for the grant of options to Richard Sands and Robert Sands in July 2007. In addition, the Human Resources Committee has delegated to our Chief Human Resources Officer limited authority to grant stock option awards provided that (i) the recipient may be no higher than the level of Vice President, (ii) any such award may not be for more than 5,000 shares of our Class A Stock or Class 1 Stock, and (iii) the number of shares and the terms and conditions for such grants shall be consistent with the past practices of the Committee. The Chief Human Resources Officer exercised this authority once in fiscal 2007 and twice in fiscal 2008. All stock option awards under our Long-Term Stock Incentive Plan are priced as of the closing price of our Class A Stock on the date of grant.

The Board approves equity grants to the directors pursuant to our director compensation policy as described more fully below under the heading “Director Compensation.” The Board generally approves these annual grants to directors at the Board meeting immediately following the Annual Meeting of Stockholders. As directors serve annual terms, such grants are intended to coincide with the beginning of the term of office. For example, the Board approved fiscal 2007 equity awards for directors on July 27, 2006 following the Annual Meeting of Stockholders held earlier that day. Similarly, the Board approved fiscal 2008 equity awards for directors on July 26, 2007. The Board may also grant equity awards upon the appointment of a new member of the Board as was done at the time of the appointments to the Board of Peter H. Soderberg in April 2007, Mark Zupan in October 2007, and Peter M. Perez in February 2008.

We do not backdate equity grants and do not time grants of equity so that they are intentionally made prior to the announcement of favorable information or subsequent to the announcement of unfavorable information.

Stock Ownership Guidelines

In order to further align the interests of our executive officers with the long-term interests of our stockholders, the Board has established targets for the minimum amounts of our common stock that our executive officers should beneficially own. In establishing these targets for stock ownership, we consider the length of an executive officer’s tenure as an executive officer. We allow individuals five years in which to reach their targets. Ownership targets can be satisfied by the ownership of Class A Stock or Class B Stock, vested stock options, and/or Class A Stock underlying Constellation CHESS Depositary Interests as described above under the heading “Voting Securities.” The applicable targets for our executive officers are as follows:

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As of May 23, 2008, each of our executive officers had either met his respective target or was within the five-year window for doing so.

Other Benefits

Savings Plans and Health and Welfare Benefits

As with other eligible employees, we offer our executive officers the following retirement savings opportunities and health and welfare benefits in order to help provide a reasonable level of support during and after employment with us and to attract, maintain, and motivate employees with a competitive benefits package:

Severance Benefits

Previously, we did not have a uniform approach to employment arrangements or severance benefits for our executive officers. Some of our executive officers, including Richard Sands and Robert Sands, had no employment agreements. Other executive officers, including Messrs. Ryder, Fernandez and Moramarco, had employment letters which provided varying levels of severance benefits. Mr. Berk had a more formalized employment agreement based on terms that existed when we acquired the company for which he worked. We had also entered into a severance agreement with Mr. Summer to maintain his services and help ensure a smooth transition of Mr. Summer’s duties to Mr. Ryder.

In April 2008, the Committee determined that it was appropriate to standardize our relationships with the executive officers and approved the execution of new employment agreements

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with each of our executive officers, including all of our named executive officers (except Mr. Summer). In approving the execution of these agreements, the Committee believed it appropriate to ensure that similarly situated executives (such as all of our Executive Vice Presidents) had the same basic benefits.

In establishing the various benefit levels in these agreements, we relied on information from Mercer regarding existing market practices. The agreements, which extend through February 28, 2011 and then automatically renew for successive one year periods unless the Company provides at least 180 days notice of a decision not to renew the agreement, provide the following benefits in the event an executive’s employment terminates due to death, disability, retirement, or expiration of the agreement, is terminated by the executive for good cause, or is terminated by us for any reason other than for cause:

The agreement with Mr. Fernandez also reflects certain payments and benefits that are applicable during the term of his employment for so long as we require him to maintain two primary business locations. As Mr. Berk is employed by Barton Incorporated, one of our wholly-owned subsidiaries, both Barton Incorporated and Constellation Brands, Inc. are parties to the agreement with Mr. Berk.

In order to receive these benefits, a terminating executive must execute a release in favor of us and agree not to compete with us without our consent for a period of three years in the case of Richard Sands and Robert Sands or two years in the case of the other executive officers. The agreements also prohibit the executives, for a period of 12 months after termination, from seeking to induce our employees to leave the Company.

More information concerning benefits and amounts payable to named executive officers in the event of a severance or change-in-control event are described below under the heading “Employment Agreements and Potential Payments Upon Termination or Change-in-Control.”

Perquisites

We provide executive officers with perquisites and other personal benefits that we believe to be fair, reasonable and competitive with those offered by comparable companies to their officers. The Committee

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believes these benefits further its objective of attracting, motivating and retaining key executive talent and assist executive officers in dedicating the appropriate amount of time and attention to business initiatives.

We provide the following recurring benefits to some or all of our named executive officers:

In addition, we may provide additional benefits to our named executive officers in special circumstances, such as the payment of cost of living adjustments, tax preparation fees and tax equalization costs in the event of an expatriate assignment or relocation benefits in the event of a new hire or transfer. Except as noted above, the recurring and additional benefits we provided to our named executive officers during fiscal 2008 and, where applicable, fiscal 2007 are quantified in the Summary Compensation Table.

Accounting Considerations

Accounting for Stock-Based Compensation

Effective March 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R) requiring that we recognize in our financial statements the cost resulting from all share-based payment transactions such as stock options. As with any significant change in accounting requirements, we and

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our Board have considered and continue to monitor the impact of this standard. At this time, we continue to believe that equity-based executive compensation, including stock options, serves an important role in our executive compensation program design, and we have not significantly altered our compensation philosophy or award mix in light of this accounting standard.

Tax Deductibility of Compensation

Section 162(m) of the Code provides that certain compensation in excess of $1 million per year paid to certain named executive officers of a company who are employed at year-end may not be deductible by the company unless the compensation qualifies as performance-based compensation. The Committee recognizes the benefits of structuring executive compensation so that, where possible, Section 162(m) does not limit our tax deductions for compensation, and our Long-Term Stock Incentive Plan and Annual Management Incentive Plan have been designed so that the Committee may award performance-based compensation that is not subject to the limits imposed by Section 162(m). Under certain circumstances, such as the payment of cash bonus awards outside of the Annual Management Incentive Plan during fiscal 2007 and 2008 and the granting of restricted stock to executive officers in fiscal 2009, the Committee may decide to award executive compensation in an amount and form that is not deductible under Section 162(m).

Compensation Committee Report

We, the Human Resources Committee of the Board (which committee functions as the compensation committee of the Board), have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the Company, and, based on such review and discussion, have recommended to the Board the inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference to this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended February 29, 2008.

Human Resources Committee:

Thomas C. McDermott (Chair)

Jeananne K. Hauswald

Peter M. Perez

Peter H. Soderberg

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Compensation Tables and Related Information

The following table sets forth the compensation paid or accrued by the Company for the fiscal year ended February 29, 2008 (“fiscal 2008”) and, where applicable, for the fiscal year ended February 28, 2007 (“fiscal 2007”) for services rendered in all capacities by the two individuals who served as Chief Executive Officer, the two individuals who served as Chief Financial Officer, and the three other most highly compensated executive officers during fiscal 2008 (the “named executive officers”).

Summary Compensation Table for Fiscal 2008

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Perquisites and Other Personal Benefits provided to the named executive officers in fiscal 2008 include automobile allowances, personal use of automobiles leased by the Company, parking expense and automobile insurance reimbursements, personal use of corporate aircraft, complimentary product allowances, a club membership, cost of living adjustments paid to executives for living in certain locations, and reimbursed expatriate expenses.

The amount of these benefits provided to Richard Sands included $296,256 for the personal use of corporate aircraft, $9,600 for his automobile allowance, and $4,828 for his product allowance. The amount of these benefits provided to Robert Sands included $123,002 for the personal use of corporate aircraft, $9,600 for his automobile allowance, and $5,303 for his product allowance. The amount of benefits to Mr. Berk consisted of $5,517 for parking and automobile insurance, $4,080 for a club membership, and $4,825 for his product allowance. The amount of these benefits provided to Mr. Ryder included $4,771 for his product allowance, $7,348 for his automobile allowance, and $458,900 for relocation expenses (which includes a reimbursement of $324,269 for the loss he sustained on the sale of his house). Mr. Ryder also received a $349,700 tax gross-up related to his relocation. The amount of these benefits provided to Mr. Fernandez included $36,000 for a cost of living adjustment, $19,991 for leased automobiles, $1,212 for his product allowance, and $1,765 for relocation expenses. Mr. Fernandez also received $1,302 for a tax gross-up related to his relocation. The amount of these benefits provided to Mr. Moramarco consisted of $11,414 for a leased automobile, $2,096 for his product allowance, $17,884 for cost of living adjustments, and $134,447 in other expatriate expenses. Mr. Moramarco also received $38,348 for tax gross-ups related to his expatriate services. The amount of these benefits provided to Mr. Summer included $3,208 for his product allowance and $9,600 for his automobile allowance.

Values noted above for the personal use of corporate aircraft and leased automobiles represent the aggregate incremental cost to the Company for such use. The aggregate incremental cost of personal use of the corporate aircraft includes (i) the cost of fuel (using aircraft-specific average consumption rates per hour and aircraft-specific average fuel costs), (ii) ordinary aircraft maintenance (using aircraft-specific average maintenance costs per hour) and (iii) specific trip-related expenses including crew hotel and meals, on-board catering, trip-related landing fees, hangar and parking costs, and similar costs. Since Company aircraft are used primarily for business travel, the methodology excludes fixed, capital and similar costs. In instances where family members or guests fly on Company aircraft as additional passengers on business flights with an executive, the aggregate incremental cost to the Company is de minimis in amount, and no amount is reflected in the table for these additional passengers. Values noted above for the personal use of leased automobiles includes the rental payments paid by the Company during fiscal 2008 for each automobile as well as the Company’s fleet average cost of insurance per vehicle, maintenance and, for Mr. Moramarco, gas used for non-business miles.

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Grants of Plan-Based Awards in Fiscal 2008

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Outstanding Equity Awards at February 29, 2008

None of the named executive officers had any stock awards outstanding as of February 29, 2008. The following table presents information concerning outstanding stock option awards to each of the named executive officers.