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):

*Preliminary Copy*

ANNUAL MEETING OF STOCKHOLDERS

June [8], 2009

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 23, 2009 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 2009 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 Stone Street. Additional parking is also available at other public garages in the area.

*Preliminary Copy*

CONSTELLATION BRANDS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 23, 2009

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) 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 23, 2009 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 26, 2009 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 [8], 2009

*Preliminary Copy*

CONSTELLATION BRANDS, INC.

207 High Point Drive, Building 100

Victor, New York 14564

PROXY STATEMENT

2009 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished to the holders of the common stock of CONSTELLATION BRANDS, INC. (the “Company,” “we,” “our” 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 23, 2009 at 11:00 a.m. (local time) at the Rochester Riverside Convention Center, 123 East Main Street, Rochester, New York 14604.

This Proxy Statement and the accompanying proxy cards are being mailed to stockholders beginning on or about June [15], 2009.

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, 2010 (Proposal No. 2), FOR the proposal to amend the Company’s certificate of incorporation to increase the number of authorized shares of the Company’s Class A Common Stock from 315,000,000 shares to 322,000,000 shares and the Company’s Class 1 Common Stock from 15,000,000 shares to 25,000,000 shares (Proposal No. 3), and FOR the proposal to approve the First Amendment to the Company’s Long-Term Stock Incentive Plan (Proposal No. 4).

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 26, 2009 (the “Record Date”). Only holders of Class A Stock and Class B Stock are entitled to vote on Proposal Nos. 1, 2 and 4 described above. With respect to Proposal No. 3 described above, holders of Class A Stock and Class B Stock are entitled to vote on the proposed increase to the number of authorized shares of Class A Stock and holders of Class A Stock, Class B Stock and Class 1 Stock are entitled to vote on the proposed increase to the number of authorized shares of Class 1 Stock. Because there were no holders of Class 1 Stock on the Record Date, only holders of Class A Stock and Class B Stock will vote with respect to Proposal No. 3. 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 in accordance with their respective instructions to ensure the voting of the shares of each class owned.

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 23, 2009

This Proxy Statement and the Company’s Annual Report for the fiscal year ended February 28, 2009 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                  shares of Class A Stock and                  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                  shares of Class A Stock outstanding on the Record Date,                  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                  Constellation CDIs outstanding that were held by approximately                  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.

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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 26, 2009, 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 elected 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 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                  votes at the Meeting and holders of Class B Stock are entitled to cast a total of                  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 but are not permitted to vote with respect to Proposal Nos. 3 and 4 unless such direction is received. Accordingly, the Company expects to receive broker non-votes with respect to Proposal Nos. 3 and 4 but does not expect to receive broker non-votes with respect to Proposal Nos. 1 or 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 and based on the number of shares of Class A Stock and Class B Stock that were outstanding on the Record Date, 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 nine (9) 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 six (6) 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, 2010 (Proposal No. 2) requires the affirmative

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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. 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.

The adoption of the proposal to amend the Company’s certificate of incorporation (Proposal No. 3) requires the affirmative vote of the holders of a majority of the votes entitled to be cast by the Class A Stock (including the underlying shares represented by Constellation CDIs) and Class B Stock, voting together as a single class, with the holders of the Class A Stock having one (1) vote per share and the holders of the Class B Stock having ten (10) votes per share. Abstentions and broker non-votes, if applicable, will therefore have the effect of negative votes.

The adoption of the proposal to approve the amendment of the Company’s Long-Term Stock Incentive Plan (Proposal No. 4) requires the affirmative vote of the holders 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 the Class B Stock having ten (10) votes per share. Abstentions will have the effect of negative votes. However, because broker non-votes are not considered entitled to vote, they will not affect the outcome of the vote with respect to this proposal.

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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 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                  shares of Class A Stock,                  shares of Class B Stock, and no shares of Class 1 Stock outstanding as of the close of business on May [26], 2009, 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 [26], 2009, 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., 207 High Point Drive, Building 100, Victor, New York 14564.

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 guidelines for the minimum amounts of our common stock that our non-management directors and executive officers should beneficially own. These guidelines 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 the applicable ownership guideline. Ownership guidelines can be satisfied through the beneficial ownership of stock, vested stock options, and/or Class A Stock underlying Constellation CDIs.

The guideline for non-management directors is the beneficial ownership of two times the annual retainer fee paid to them. The guideline 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 guideline of four (4) times his annual base salary. Each of the other executive officers has a stock ownership guideline of two (2) times his annual base salary. As of May [26], 2009, 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, except for                  executive officers who, after meeting the ownership guidelines in the past, have fallen below the applicable amount primarily due to the decline in the market price of our Class A Stock that has occurred during the past year.

The following table sets forth, as of May [26], 2009, 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 28, 2009.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Since the commencement of our last fiscal year on March 1, 2008, we have made a number of key decisions impacting the compensation of our named executive officers. In May 2008, we entered into employment agreements with each of our executive officers in order to standardize our relationships with our most senior employees. In August 2008, the Human Resources Committee of the Board, or the Committee, engaged a new consultant, Watson Wyatt Worldwide, to provide advice regarding executive compensation decisions, and, based on the input from that new consultant, the Committee revised our peer group of companies effective for the Committee’s executive compensation review in January 2009. In April 2009, the Committee reviewed our performance for fiscal 2009 and approved payments to our named executive officers and other participants under the Annual Management Incentive Plan, our primary mechanism for granting annual bonuses. The Committee also revised the Annual Management Incentive Plan for fiscal 2010 by adopting a new bonus calculation methodology and by expressly granting the Committee the authority to adjust bonuses downward at its discretion. At that time, we also entered into agreements with Alexander L. Berk regarding his retirement from our company after the recent sale of the majority of our value spirits brands. These and other compensation-related decisions and programs are further described in this Compensation Discussion and Analysis.

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Philosophy and Objectives

As a leading international producer and marketer of beverage alcohol with a strong portfolio of premium wine brands complemented by premium spirits and imported beer, 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 enhancing 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 28, 2009 is referred to as “fiscal 2009.”

How Executive Compensation is Established

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 Human Resources and 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 also engages a consultant to assist the Committee with its review and analysis of executive compensation data and to receive advice on matters relating to executive officer compensation. In August 2008, the Committee engaged Watson Wyatt Worldwide as its consultant. The Committee decided that this was appropriate as a matter of best practices and in order to receive the benefit of additional perspectives on executive compensation matters. Watson Wyatt does not currently provide other human resource consulting services for us. Prior to August 2008, Mercer provided us advice on executive compensation matters. Mercer is one of the companies that we use as a consultant for other human resource matters that arise from time to time, including for advice on Board compensation matters. Mercer also provides administration and recordkeeping services to our 401(k) and Profit Sharing Plan and similar services for certain benefit arrangements outside of the United States.

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In making its compensation decisions, the Committee compares elements of compensation against a specific peer group of consumer product companies that we believe to be comparable in terms of business type, financial metrics, and performance. The peer group used prior to January 2009 (including for the establishment of executive officer compensation amounts described in the tables and narratives found later in this Proxy Statement) consisted of the following companies:

In September 2008, Watson Wyatt and the Committee reviewed the composition of our peer group and ultimately adopted a new peer group consisting of the companies listed below. In establishing this peer group, the Committee sought to ensure that the peer group consisted of companies with appropriate size, type and complexity by reviewing metrics such as gross revenues, enterprise value, international operations, and market capitalization. The Committee determined that revenues from our Crown Imports and Matthew Clark joint ventures should be considered for the purpose of determining the appropriateness of the composition of this peer group. The Committee reviewed data regarding this peer group prior to setting new base salaries, short-term incentive targets and equity grants for fiscal 2010:

In addition to its review of peer group executive compensation data, the Committee may consider general survey data. For example, the Committee considered general executive compensation survey data provided by its consultant with respect to the compensation paid to the Chairman of the Board as described below. The Committee also considered general survey data prior to granting restricted stock awards to executive officers in April 2008.

As discussed in more detail below, the Committee generally reviews the executive compensation program on an annual basis with awards and adjustments being made 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 materials from its compensation consultant, and compensation and benefit recommendations from management. As part of the annual review process, the Committee also reviews tally sheets setting forth and comparing current and proposed base salaries, cash bonuses, equity incentives, and perquisites. Compensation

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decisions may be made at other times of the year in the case of promotions, new hires, or changes in responsibilities.

The Committee generally attempts to maintain an executive officer compensation program that will result in named executive officers’ target 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 named executive officers from those awards and compares those opportunities against the peer group. The Committee previously set long-term incentive awards, which then consisted of stock option grants, below peer group median levels. As a result of its analysis of stock performance and peer group and general survey data concerning long-term incentive awards in April 2008 and in order to diversify long-term awards as well as motivate and retain executives, the Committee decided at that time to award executive officers restricted stock as well as stock options. In setting these restricted stock award amounts, the Committee sought to align our long-term incentive grants to peer group median levels in existence at that time. Due to subsequent changes in the composition of the peer group and subsequent changes in market practices, long-term incentive grants now approximate the 75^th percentile of the peer group.

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 opportunity 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 or between cash and non-cash compensation. Similarly, the Committee does not have a policy regarding the allocation of different forms of non-cash compensation. Rather, the Committee generally determines the allocation for named executive officers, except for the Chairman of the Board, based on its analysis of the various individual components of the compensation program. The compensation of the Chairman of the Board is analyzed against the compensation paid to the Chief Executive Officer. This approach results in a majority of the compensation opportunity for each of our named executive officers being provided through short-term incentives and long-term equity grants.

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 amounts to attract, motivate and retain high-quality executives.

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We generally seek to pay our named executive officers base compensation near the 50^th percentile of similarly situated executives in the peer group. 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. For example, the executive compensation analysis performed for us in January 2009 found that, using our new peer group, the base salary of Messrs. Berk and Fernandez exceeded the 75^th percentile of the peer group. These variations may occur due to reasons such as the specific expertise of an executive, the complexity or criticality of the business managed by the executive, and concerns regarding internal pay equity.

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 2009. Salaries for our named executive officers for fiscal 2009 and, where appropriate, fiscal 2008 and fiscal 2007 appear in the Summary Compensation Table below.

Annual Cash Bonus Awards

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

Annual Management Incentive Plan – Fiscal 2009

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

The Committee meets annually within two and a half months of the conclusion of each fiscal year to evaluate performance and certify and approve awards for the recently concluded fiscal year and within 90 days of the conclusion of each fiscal year to approve a specific program for executive officers under the Annual Management Incentive Plan for the new fiscal year. For the fiscal 2009 program, payouts for named executive officers depended on three key variables:

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

In April 2008, the Committee approved the executive officer award program under the plan for fiscal 2009. All of the named executive officers participated in the plan. To provide continuing incentives throughout the year, the Committee provided for a range of possible awards for executive officers from a threshold level to a maximum level, including a target level award and other intermediate points between threshold and maximum. The fiscal 2009 program included the following award schedule for threshold, target and maximum levels of achievement in terms of a percentage of fiscal 2009 base salary:

Annual Management Incentive Plan

Award Schedule for Executive Officers

These percentages assume that the same threshold, target or maximum performance is achieved for each applicable performance criteria selected under the plan, which were weighted in the final calculation of the award payment as described below. Accordingly, an incentive award payment under the fiscal 2009 program could have been less than the threshold percentage set forth above even if a threshold level was achieved for one criterion, but a payment could not exceed the maximum percentage of base salary set forth above.

The Committee established the objective performance criteria on which payouts were based for fiscal 2009 from the list of performance criteria set forth in the plan. The Committee chose measures that it believed would provide an appropriate link between the level of our performance and the corresponding payout under the plan depending on the executive’s management position and duties. For the fiscal 2009 program, the Committee again chose the fiscal year earnings before interest and taxes, or EBIT, and free cash flow, or FCF, as the applicable performance criteria, as these criteria represent key drivers of the our short-term business success. We believe that EBIT serves as a measure of our profitability, while FCF reflects our ability to generate the cash required to operate the business and pay down debt. EBIT for the Company is the sum of its operating income plus equity in earnings of equity method investees. For award opportunities based on the performance of business divisions

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within our Constellation Wines reporting segment, EBIT was calculated based on EBIT adjusted for intra-Company transfers and transactions occurring within this segment. For the Company, FCF is equal to net cash provided by (used in) operating activities less purchases of property, plant and equipment. The program provided that divisional FCF results would be calculated before tax payments as we generally manage taxes at the corporate level. In each case in accordance with the provisions of Internal Revenue Code Section 162(m), the plan provides that the effects of extraordinary items, such as certain unusual or nonrecurring items of gain or loss, the effects of mergers, acquisitions, divestitures, spin-offs or significant transactions, among other items specified in the plan, are excluded in calculating the performance achieved with respect to each criterion.

The Committee established the following criteria weightings for named executive officers to determine award amounts payable under the fiscal 2009 program:

Annual Management Incentive Plan

Performance Criteria Weightings for Fiscal 2009

The Committee set the target level for each performance criterion at the corresponding level of expected performance for fiscal 2009 under our operating plan. This operating plan was reviewed with and approved by the Board in April 2008. As a result, if our performance at the conclusion of fiscal 2009 matched the expected performance as set at the beginning of that year, the executive officers would have received target level bonuses. With the assistance of the Human Resources Department, the Committee then established a range of performance level award opportunities from threshold to maximum by considering a variety of factors, including the minimal acceptable growth for each performance criterion, our strategic direction and focus, and the various risks and uncertainties we face. The Committee established performance targets intended to be appropriately challenging at all levels, including the threshold level, but attainable with increasing difficulty for each level beyond threshold upon achievement of the strategic objectives of the business. Threshold levels are expected to be challenging but achievable under normal circumstances and were achieved in fiscal 2009 with respect to all measures applicable to our named executive officers. Threshold levels were not met, however, with respect to two divisional measures that were applicable to an executive officer who was not a named executive officer in fiscal 2009. Target levels will be achieved if the Company performs as expected under our operating plan. Maximum levels were set to be achievable only with exceptional performance.

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These fiscal 2009 performance levels included the following with respect to the named executive officers:

Annual Management Incentive Plan

Performance Levels for Fiscal 2009

The divisional EBIT performance levels applicable to Mr. Fernandez and divisional FCF performance levels applicable to Messrs. Berk and Fernandez are not disclosed because we believe that disclosure of such performance objectives and results for the respective divisions with respect to these criteria, which are not otherwise subject to public disclosure requirements, are not material and would be competitively harmful by enabling competitors to identify our detailed and confidential financial targets and strategies.

In April 2009, the Committee met to review our actual performance and to consider payouts to participants. After reviewing our fiscal year performance against the applicable performance criteria adopted under the fiscal 2009 program, the Committee certified awards to the named executive officers as follows:

Annual Management Incentive Plan

Performance Criteria Results for Fiscal 2009

The total Annual Management Incentive Plan awards to named executive officers for fiscal 2009 based on this performance appear below in the Summary Compensation Table under the “Non-

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Equity Incentive Plan Compensation” column. Where appropriate, Annual Management Incentive Plan awards for fiscal 2008 and fiscal 2007 also appear in that column of the Summary Compensation Table.

Annual Management Incentive Plan – Fiscal 2010

In April 2009, the Committee determined that it would be appropriate to alter the Annual Management Incentive Plan in order to allow the Committee to exercise negative discretion to reduce, but not increase, an award under the plan. The establishment of such a negative discretion component to this plan was recommended by Watson Wyatt. The Committee then established a bonus pool under the plan equal to 0.5% of our fiscal 2010 EBIT for each of Richard Sands and Robert Sands and 0.25% of our fiscal 2010 EBIT for each other executive officer. The Committee reserves the right to exercise its negative discretion at the end of fiscal 2010 to reduce the amounts calculated in the preceding sentence to a bonus payment to each of our executive officers that it believes to be appropriate based on our performance and achievement of our goals, such as our fiscal 2010 operating plan for EBIT and FCF. In adopting the changes for fiscal 2010, the Committee took into consideration the fact that these changes would result in any tax deduction for Annual Management Incentive Plan bonuses for fiscal 2010 (and each subsequent year) being taken by us in the following year after the Committee had determined whether and how to exercise its negative discretion.

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 payments might be paid to executives, for example, after the closing of a significant acquisition or other transaction. In April 2009, the Committee determined it equitable and appropriate to award a cash bonus to Mr. Berk in recognition of his efforts related to the sale of our value spirits business to Sazerac Company, Inc., which closed in March 2009. The Committee set Mr. Berk’s award at 40% of his salary.

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. In fiscal 2009, the Committee granted stock options, restricted stock and restricted stock units to various participants under the plan. The Committee grants options to purchase Class 1 Stock to individuals subject to U.S. taxation, including all of the executive officers, and options to purchase Class A Stock to other participants. (No trading market exists for the Class 1 Stock. Class 1 Stock may be converted into shares of Class A Stock on a one-for-one basis, provided such conversion is permitted only if the holder immediately sells the Class A Stock acquired upon conversion in a market transaction or to an unrelated party in a bona fide private sale. Under the plan, the fair market value of a share of Class 1 Stock is equal to the fair market value of a share of Class A Stock unless the Committee determines otherwise.) Similarly, the Committee grants restricted stock to individuals subject to U.S. taxation, including all of the executive officers, and restricted stock units to other participants.

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The use of equity-based awards, together with the stock 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 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.

In April 2008, the Human Resources Committee determined it was important to retain stock options as a significant element of annual compensation, as the value of options has a close link to the creation of stockholder value. The Committee awarded non-qualified options to executive officers and based the 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 long-term incentives. In structuring these annual awards, the Committee 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, at the time, approximated the 25^th percentile of peer group awards. The number of options and the grant date fair value of these option awards to named executive officers for fiscal 2009 appear below in the Grants of Plan-Based Awards in Fiscal 2009 table.

At this same meeting the Committee determined that it would be appropriate to also grant certain executives, including our executive officers, shares of restricted stock as part of our equity- based grants. Restricted stock was added in order to bring the long-term incentive portion of compensation in line with the peer group at that time and to provide for greater diversification and retention value in our equity-based grants. The Committee determined that, for these recipients, 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 then current market trends and practices provided by Mercer regarding our peer group so that the combination of stock option and restricted stock awards approximated the peer group median at that time. The number of shares of restricted stock and the grant date fair value of these stock awards to named executive officers for fiscal 2009 appear below in the Grants of Plan-Based Awards in Fiscal 2009 table.

In April 2009, the Committee again determined that it was important to retain stock options and restricted stock as significant elements of compensation and awarded non-qualified options and restricted stock to all executive officers upon the same formulas that were employed in April 2008.

Equity Award Granting Practices

The Committee annually considers equity awards to executive officers at the regularly scheduled meeting at which it considers annual compensation-related actions and awards, including the grant of equity awards to other eligible employees around the world. 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. 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

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Committee. The Chief Human Resources Officer did not exercise this authority in fiscal 2009. 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 considers 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 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 2009 equity awards for directors on July 17, 2008 following the Annual Meeting of Stockholders held earlier that day. The Board may also grant equity awards upon the appointment of a new member of the Board; however, no new Board members were appointed during fiscal 2009.

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 guidelines for the amounts of our common stock that our executive officers should beneficially own. In establishing these guidelines 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 the applicable ownership guideline. Ownership guidelines can be satisfied by the ownership of stock, vested stock options, and/or Class A Stock underlying Constellation CHESS Depositary Interests as described above under the heading “Voting Securities.” The applicable guidelines for our executive officers are as follows:

As of May [26], 2009, each of our executive officers had either met his respective guideline or was within the five-year window for doing so, except for              executive officers who, after meeting the ownership guidelines in the past, have fallen below the applicable amount primarily due to the decline in the market price of our Class A Stock that has occurred during the past year.

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:

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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 and Fernandez, 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. 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 with each of our executive officers, including all of our named executive officers. In approving the execution of these agreements, the Committee believed it appropriate to ensure that similarly situated executive officers (such as our Executive Vice Presidents) had the same basic benefits. In establishing these agreements, we considered information from Mercer regarding existing market practices.

In April 2009, we also entered into agreements with Mr. Berk regarding his retirement from our company after the closing of the sale of our value spirits business in March 2009.

More information concerning these agreements 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

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Committee 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:

Pursuant to his employment agreement, we have agreed to provide certain benefits to Mr. Fernandez for so long as we require him to maintain two primary business locations (currently in California and New York). These benefits currently consist of a $3,000 monthly allowance, the use of a second leased vehicle, and the right to receive tax preparation services from a third party provider.

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. The recurring and additional benefits we provided to our named executive officers during fiscal 2009 are quantified below 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 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.

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Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue 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 bonuses awards outside of the Annual Management Incentive Plan and the granting of restricted stock to executive officers, the Committee may decide to award executive compensation in an amount and form that is not deductible under Section 162(m).

As discussed above, in April 2009 the Committee also decided to make certain changes to the structure of the Annual Management Incentive Plan that will result in any tax deductions for payments under the plan for fiscal 2010 performance, and for performance during each year thereafter, being taken by the Company in the following year.

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 28, 2009.

Human Resources Committee

Peter M. Perez (Chair)

Jeananne K. Hauswald

Thomas C. McDermott

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 services rendered by the Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executives (the “named executive officers”) for the fiscal year ended February 28, 2009 (“fiscal 2009”), and where applicable, for the fiscal years ended February 29, 2008 (“fiscal 2008”) and February 28, 2007 (“fiscal 2007”).

Summary Compensation Table

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Grants of Plan-Based Awards in Fiscal 2009

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Outstanding Equity Awards at February 28, 2009

The following table presents information concerning outstanding stock option and restricted stock awards to each of the named executive officers.

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