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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):

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ANNUAL MEETING OF STOCKHOLDERS

June 7, 2013

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Constellation Brands, Inc. in the Callahan Theater at the Nazareth College Arts Center, 4245 East Avenue, Rochester, New York 14618, on Wednesday, July 24, 2013 at 11:00 a.m. (local time). The Arts Center doors will open at 10:30 a.m.

The Nazareth College Arts Center is located on the campus of Nazareth College in the Town of Pittsford, New York. Parking is available in Parking Lot A off South Campus Drive.

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 Annual Report to stockholders, consisting of the Company’s 2013 Summary Annual Report and Annual Report on Form 10-K for the fiscal year ended February 28, 2013, 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

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CONSTELLATION BRANDS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 24, 2013

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) of CONSTELLATION BRANDS, INC. (the “Company”) will be held in the Town of Pittsford in the Callahan Theater at the Nazareth College Arts Center, 4245 East Avenue, Rochester, New York 14618, on Wednesday, July 24, 2013 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 28, 2013 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment thereof.

Your vote is important. Kindly sign, date and return the enclosed proxy card(s) in the postage-paid envelope provided or submit your proxy by telephone or via the Internet by following the instructions on your proxy card(s). This will allow your shares to be voted even if you cannot attend the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

DAVID S. SORCE, Secretary

June 7, 2013

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CONSTELLATION BRANDS, INC.

207 High Point Drive, Building 100

Victor, New York 14564

PROXY STATEMENT

2013 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 Wednesday, July 24, 2013 at 11:00 a.m. (local time) in the Town of Pittsford in the Callahan Theater at the Nazareth College Arts Center, 4245 East Avenue, Rochester, New York 14618.

This Proxy Statement and the accompanying proxy card(s) are being mailed to stockholders beginning on or about June 17, 2013.

You may submit your proxy by properly executing and returning the accompanying proxy card(s) or by following the instructions on the accompanying proxy card(s) to submit your proxy by telephone or via the Internet. The shares represented by your proxy, if the proxy is properly submitted and not revoked, will be voted at the Meeting as directed by your proxy. 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 by submitting a proxy bearing a later date by telephone, via the Internet or in writing. You may also revoke your proxy by voting in person at the Meeting.

The shares represented by your proxy will be voted FOR the election of the director nominees named herein (Proposal 1), unless you specifically withhold authority to vote for one or more of the director nominees. Further, unless you properly direct 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, 2014 (Proposal 2), FOR the approval, by an advisory vote, of the compensation of the Company’s named executive officers as disclosed herein (Proposal 3), and FOR the approval of the amendment and restatement of the Company’s 1989 Employee Stock Purchase Plan (Proposal 4).

As of the close of business on May 28, 2013 (the “Record Date”), the outstanding common stock of the Company consisted of Class A Common Stock, par value $.01 per share (“Class A Stock”), Class B Common Stock, par value $.01 per share (“Class B Stock”), and Class 1 Common Stock, par value $.01 per share (“Class 1 Stock”). Holders of Class 1 Stock have limited voting rights, and only holders of Class A Stock and Class B Stock are entitled to vote on Proposals 1 through 4 described in this Proxy Statement. As appropriate, 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 or submit a proxy by telephone or via the Internet with respect to both Class A Stock and Class B Stock in order to ensure the voting of the shares of each class owned.

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If your shares are owned directly in your name in an account with the Company’s stock transfer agent, Computershare Shareowner Services, you are considered the stockholder of record of those shares in your account. If your shares are held in an account with a broker or other nominee, you are considered a “beneficial” stockholder of those shares, which are held in “street name.” The broker or other nominee is considered the stockholder of record for those shares. As a beneficial owner, you have the right to instruct the broker or other nominee on how to vote those shares in your account.

If you are a stockholder of record, you may vote your shares of Class A Stock and/or Class B Stock at the Meeting by completing a ballot at the Meeting. If you are a beneficial stockholder and want to vote your shares of Class A Stock and/or Class B Stock in person at the Meeting, you must bring a signed legal proxy from your broker or other nominee giving you the right to vote the shares, which must be submitted with your ballot at the Meeting.

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 THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 24, 2013

This Proxy Statement and the Company’s Annual Report to stockholders, consisting of the Company’s 2013 Summary Annual Report and Annual Report on Form 10-K for the fiscal year ended February 28, 2013, are available on the Investors page of our website at www.cbrands.com/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 164,764,401 shares of Class A Stock and 23,492,035 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. Shares of Class 1 Stock have limited voting rights, and holders of Class 1 Stock are not entitled to vote on Proposals 1 through 4 described in this Proxy Statement.

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 28, 2013, the Record Date for determining eligibility to vote at the Meeting, are entitled to notice of and to vote at the Meeting. 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 directors as set forth below. 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 164,764,401 votes at the Meeting and holders of Class B Stock are entitled to cast a total of 234,920,350 votes at the Meeting.

The holders of shares representing a majority of the outstanding aggregate voting power of Class A Stock 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. “Broker non-votes” occur when brokers or other nominees submit proxies

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relating to shares held in “street name” that they may vote with respect to at least one of, but not all, the matters to be considered at the Meeting because they have not received instructions from the respective beneficial owners of the shares. Shares with respect to which broker non-votes occur 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 will not be permitted to vote with respect to Proposals 1, 3, or 4, without receiving direction from the beneficial owners of the Class A Stock or Class B Stock held by such broker or nominee; however, authorized brokers and nominees will be permitted to vote with respect to Proposal 2 without receiving such direction. Accordingly, the Company may receive broker non-votes with respect to Proposals 1, 3, or 4, but does not expect to receive broker non-votes with respect to Proposal 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, 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 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 eleven (11) 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 eight (8) directors. Because the directors are elected by a plurality of the votes cast in each election, votes that are withheld (including broker non-votes) 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, 2014 (Proposal 2), the approval, by an advisory vote, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal 3), and the approval of the amendment and restatement of the Company’s 1989 Employee Stock Purchase Plan (Proposal 4), each 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 these proposals, holders of Class A Stock 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 these votes.

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 under 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

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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 164,764,401 shares of Class A Stock, 23,492,035 shares of Class B Stock, and 37 shares of Class 1 Stock outstanding as of the close of business on May 28, 2013, subject to adjustment as appropriate in each particular case in accordance with Rule 13d-3.

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

The following tables present, as of May 28, 2013, 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. Because many shares reported in the following tables are held by various Sands-related family partnerships, family trusts and a foundation in which more than one of the beneficial owners listed below serves as a partner, trustee, director or officer, many of those shares are reflected in the tables more than once. The information reported for the “stockholders group” in the tables and footnotes below effectively represents the aggregate shares beneficially owned by Robert and Richard Sands without counting any shares more than once. This stockholders group beneficially owns an aggregate of 32,345,203 shares of Class A Stock and Class B Stock. The outstanding shares included in this number represent approximately 16% of the combined outstanding Class A Stock and Class B Stock and approximately 59% of the combined voting power of the outstanding Class A Stock and Class B Stock when voting together as a single class. 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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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 by the ownership of stock, vested stock options, unvested restricted stock, unvested RSUs, and unvested PSUs after the relevant performance period has been completed and the Human Resources Committee has certified the number of shares that will be issued upon satisfaction of the service requirement.

The guideline for non-management directors is the beneficial ownership of five (5) times the annual cash 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 six (6) times his annual base salary. Each of the other executive officers has a stock ownership guideline of three (3) times his annual base salary. As of February 28, 2013, 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 28, 2013, 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 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2013 (the “2013 Form 10-K”). Subsequent to the filing of the 2013 Form 10-K, the following changes have occurred.

The Board elected Thomas M. Kane, age 52, to the position of Executive Vice President and Chief Human Resources Officer, effective as of May 20, 2013. Mr. Kane served as Senior Vice President, Human Resources at Armstrong World Industries, Inc., a designer and manufacturer of floors and ceilings, from August 2010 until May 2013, and assumed responsibility for Government Relations at Armstrong in February 2012. He served as Armstrong’s Chief Compliance Officer from February 2011 to February 2012. Prior to joining Armstrong, Mr. Kane served as Global Vice President, Human Resources for Black & Decker Power Tools, a manufacturer of power and hand tools, from 2002 to 2010. From 1999 to 2002, Mr. Kane served as Global Human Resources Leader for GE Specialty Materials in Waterford, New York, a manufacturer of silicone products.

The Board elected William F. Hackett, age 61, to the position of Executive Vice President and President, Crown Imports, effective as of June 7, 2013. In addition to his new role with the Company, Mr. Hackett continues to serve as President of Crown Imports LLC, which as of June 7, 2013 is an indirect, wholly-owned subsidiary of the Company. Mr. Hackett has served as President of Crown Imports LLC since January 2007 at which time that entity commenced as a joint venture between the Company and Grupo Modelo, S.A.B. de C.V. Prior to that, Mr. Hackett served as President of Barton Beers, Ltd., an indirect, wholly-owned subsidiary of the Company, from 1993 until January 2007.

During all of fiscal 2013 (ending on February 28, 2013) and until June 7, 2013, John A. (Jay) Wright served as our Executive Vice President and Chief Operating Officer. Since June 7, 2013, Mr. Wright has been serving as Executive Vice President and as President of our Wine & Spirits Division.

During all of fiscal 2013 and until May 20, 2013, W. Keith Wilson served as our Chief Human Resources and Administrative Officer (in addition to his role as Executive Vice President). Mr. Wilson will continue to serve as Executive Vice President until his retirement, which is scheduled to occur on June 14, 2013.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Note Regarding Our Fiscal Years

Our fiscal year ends on the last day of February of each calendar year. Throughout this Proxy Statement, fiscal years are referred to by the calendar year in which a fiscal year ends. For example, the fiscal year beginning March 1, 2012 and ending February 28, 2013, which is the primary focus of this Compensation Discussion and Analysis, is referred to as “fiscal 2013.”

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Executive Summary

Business Highlights

In fiscal 2013, we first announced plans for one of the most transformational and important transactions in our history, our recent beer business acquisitions. Through our completion of these beer business acquisitions in June 2013, we have accomplished the following:

In terms of business results, we surpassed key operating plan goals for fiscal 2013 in terms of comparable earnings before interest and taxes, or EBIT, net sales, and free cash flow, or FCF. As discussed further in this Compensation Discussion and Analysis, our performance with respect to these three key metrics positively affected the short-term bonus payments of our named executive officers.

Compensation and Pay-for-Performance Overview

The focus of this Compensation Discussion and Analysis is the compensation paid to or earned by our named executive officers during fiscal 2013: Robert Sands, our President and Chief Executive Officer; Richard Sands, our Chairman of the Board; Robert Ryder, our Executive Vice President and Chief Financial Officer; John A. (Jay) Wright, our Executive Vice President and Chief Operating Officer; and W. Keith Wilson, our Executive Vice President, Chief Human Resources and Administrative Officer.

Our executive compensation program consists of base salary, short-term bonuses, long-term equity-based incentives, and perquisites and other benefits. Through short-term bonuses and long-term equity-based compensation opportunities, the compensation of our named executive officers varies with and is tied directly to the performance of our Company and its Class A Stock. We believe these attributes provide a strong link between executive compensation and the performance of our Company.

During fiscal 2013, the Human Resources Committee of our Board of Directors, or the Committee, made a number of revisions to the executive compensation program to further enhance our pay-for-performance philosophy. These modifications were as follows:

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Key Executive Compensation Actions During Fiscal 2013

Base Salaries: In setting fiscal 2013 base salaries, the Committee approved increases of 2.5% over the base salary rate in effect at the end of fiscal 2012 for each of our named executive officers. These increases are believed to be in line with the market.

Short-Term Cash Bonus Structure: At the beginning of fiscal 2013, the Committee made a number of important decisions regarding the fiscal 2013 bonus program structure:

Short-Term Cash Bonus Results: After the conclusion of fiscal 2013, the Committee reviewed our performance and approved cash bonus payments to our named executive officers. Based on our fiscal 2013 results, the cash bonus awards represented payments at approximately 115% of the target award levels the Committee set for the named executive officers as summarized in the table below:

Long-Term Equity-Based Incentives: The Committee granted all of our named executive officers (except for our Chairman of the Board) a combination of PSUs, restricted stock units, or

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RSUs, and stock options. Our Chairman received all of his equity awards in the form of stock options. The Committee granted these awards in order to directly link the value of compensation earned by our named executive officers to stockholder value creation and to align the interests of our officers with those of our stockholders.

As compared to fiscal 2012 award levels, the Committee reduced stock option awards by approximately 10% for all named executive officers, except for our Chairman whose stock option award was reduced by approximately 5% due to the fact that he receives his entire annual equity award in the form of stock options. The Committee implemented these changes in connection with a larger review of equity award levels in the U.S.

Instead of granting restricted stock as it had in prior years, the Committee decided to grant RSUs to named executive officers, other than our Chairman. While restricted stock involves the issuance of actual shares on the grant date which are then released to the recipient upon vesting, RSUs do not involve the issuance of any shares of stock until vesting occurs. The change from restricted stock to RSUs will utilize fewer shares, simplify the payment of taxes by executives, and is consistent with the types of restricted equity awards we grant to non-executives.

Prior to fiscal 2013, the Committee used earnings per share, or EPS, as the performance measure for PSUs. In April 2013, the Committee reviewed our EPS results for the fiscal 2013 period for purposes of certifying performance pursuant to our fiscal 2011 PSU awards and certified achievement at 200% of the target award levels set by the Committee at the time of grant. Payouts of these awards, less the amount of an interim payout on May 1, 2011, occurred after a service vesting date of May 1, 2013.

While the Committee again granted PSUs to all named executive officers (except for our Chairman) in fiscal 2013, the Committee decided to tie the vesting levels of these awards to our stock price appreciation during fiscal 2013-2015 relative to the companies included in the S&P 500 Index. The Committee believed this change further enhanced the linkage between executive compensation and stockholder value creation. Any payouts of the fiscal 2013 PSUs will be conditioned on the satisfaction of a service vesting requirement, generally requiring continued service with us until May 1, 2015.

Peer Group Revisions: In light of the expected revenue growth associated with the then-proposed purchase of the remaining 50% stake in Crown Imports LLC, the Committee undertook, with the assistance of its independent compensation consultant, a review of the composition of our compensation peer group. At the conclusion of this review in January 2013, the Committee approved, contingent upon the closing of the Crown Imports acquisition, a revised peer group selected from companies involved with managing and marketing premium brands and having gross revenues generally between 0.5 and 2.5 times those of the Company. The revised peer group includes four new companies – Colgate-Palmolive Company, General Mills, Inc., Kellogg Company, and Reynolds American Inc. – and removes two companies – Revlon, Inc. and Church & Dwight Co., Inc. – as compared to the previous compensation peer group.

Key Executive Compensation Changes for Fiscal 2014

Base Salaries: Each named executive officer received an increase to his base salary which, during fiscal 2014, will approximate 2.5%. These increases are believed to be in line with the market.

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Long-Term Equity-Based Incentive Award Changes: In fiscal 2014, the Committee granted all of our named executive officers (except for our Chairman of the Board and our Chief Human Resources and Administrative Officer) a combination of PSUs, RSUs, and stock options. For these individuals, the Committee recalibrated the equity awards for named executive officers so that the value of fiscal 2014 awards as a percentage of each officer’s salary approximated the value of fiscal 2013 equity awards at time of grant and was distributed 50% in stock options, 25% in RSUs and 25% in PSUs, in each case with stock options valued on a Black-Scholes valuation, RSUs valued at face value and PSUs valued at face value of the target award.

Equity awards for our Chairman were granted entirely in the form of stock options. The Committee did not award new equity awards to our Chief Human Resources and Administrative Officer due to his previously announced retirement from the Company in June 2013, but the Committee instead decided to accelerate the vesting, effective upon his retirement, of his fiscal 2012 PSU award.

With respect to fiscal 2014 PSU awards, the Committee decided to slightly revise the basis for the vesting of these awards. Specifically, while the vesting of fiscal 2013 PSU awards is based upon our stock price appreciation relative to the companies included in the S&P 500 Index, the Committee decided to base the vesting of fiscal 2014 PSU awards upon our total stockholder return, or TSR, relative to companies included in the S&P 500 Index. TSR is a more widely used metric and takes into account the return to stockholders based upon stock price appreciation and dividends. TSR was added to the list of approved performance measures in the Company’s Long-Term Stock Incentive Plan when stockholders approved revisions to that plan in July 2012.

2012 Say-on-Pay Vote

At the 2012 Annual Meeting of Stockholders, we conducted a vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the 2012 Proxy Statement. Stockholders approved our named executive officer compensation at that time, with more than 97% of the vote being cast in favor of approval. The Committee did review the results of this vote. However, the adjustments to our executive compensation program described in this Compensation Discussion and Analysis were not made by the Committee in response to the 2012 stockholder vote.

Philosophy and Objectives

We operate in a highly competitive, complex and international business environment. The ability to attract, motivate and retain employees throughout the organization is critical to our long-term success. 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 with a comparable business model.

The compensation program for our named executive officers consists of fixed compensation (base salary), variable compensation (cash bonus payments and equity awards), and certain perquisites and other benefits. We have designed the elements of executive compensation to operate together in a manner that seeks to reward our named executive officers 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.

We feel the overall design of our executive compensation program has provided the intended results, and we continue to periodically review the program elements in an effort to maintain or

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improve the alignment of the executive compensation program with our strategic imperatives and with our performance. We believe our compensation is market competitive and has resulted in the attraction and retention of executives who can contribute to our future success. In addition, we believe the program creates a strong linkage between pay and performance through our bonus and equity awards such that executives will receive higher compensation in our more successful periods and lower compensation during less successful periods.

How Executive Compensation is Established

The Committee discharges the Board’s responsibilities relating to executive compensation, including the annual review and approval of named 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, make recommendations and provide information to, and answer questions from, the Committee as the Committee fulfills its responsibilities regarding executive compensation during each fiscal year.

Independent Compensation Consultant

Since August 2008, the Committee has engaged Towers Watson to serve as its independent compensation consultant. In this role, Towers Watson assists with the Committee’s review and analysis of executive compensation and provides data and advice on matters relating to executive officer compensation. Towers Watson also serves as the independent compensation consultant to the Corporate Governance Committee of the Board concerning compensation of the non-management directors. The Committee periodically considers the independence of its compensation consultant and has not identified any conflicts of interest regarding the services of the consultant or the consultant’s employees.

Peer Group

In making its executive compensation decisions, the Committee evaluates each element of our executive compensation program. Its evaluation may include comparing our practices against those of a specific peer group of consumer products companies. In establishing this peer group, the Committee worked with its independent compensation consultant and sought to ensure that the group consisted of companies of appropriate size, type and complexity by reviewing metrics such as gross revenues (targeting companies between 0.5 and 2.5 times those of the Company) and margin structure. The Committee determined that the inclusion of a pro rata share of the revenues of our domestic and international joint ventures was appropriate for the purpose of determining the composition of the peer group. To the extent possible, the Committee also sought to include a number of peers from the beverage alcohol industry.

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The peer group considered by the Committee for its key fiscal 2013 named executive officer compensation decisions (including prior to setting base salaries, short-term incentive targets and equity grants for fiscal 2013) consisted of the following companies:

In January 2013, the Committee considered whether it should make changes to the composition of our peer group in light of the expected revenue growth associated with the planned acquisition of the remaining 50% of our Crown Imports LLC joint venture. After a review which included the advice of the Committee’s independent compensation consultant, the Committee established the revised peer group of companies listed below. Effective as of the closing of the Crown Imports acquisition, the following companies now comprise our executive compensation peer group:

In addition to its review of peer group executive compensation data, the Committee may receive general executive compensation survey data when insufficient peer group data is available for a specific executive position or as another means of performing market checks on its overall compensation program or the individual components thereof. This information helps ensure that the Committee makes well-informed decisions regarding executive compensation matters. Throughout this Compensation Discussion and Analysis, the peer group and other survey data is sometimes referred to as applicable market data.

Compensation of Named Executive Officers (other than the Chairman of the Board)

The Committee reviews the executive compensation program on an annual basis with awards and adjustments being made each April. Compensation decisions may be made at other times of the year in the case of promotions, new hires, or changes in responsibilities. In making these

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determinations, the Committee may consider our performance, the performance of our named executive officers, executive compensation information from its independent compensation consultant, and recommendations from management. The Committee also annually reviews tally sheets comparing current and proposed base salaries, short-term cash bonus awards, and long-term equity-based incentive awards.

The Committee generally believes that the amount of target cash compensation awarded to our named executive officers should approximate the midpoint of that of our peer group companies. In order to align the interests of our named executive officers with those of our stockholders, the Committee allocates a majority of the annual compensation opportunity for our named executive officers to performance-based awards in the form of short-term cash bonuses and long-term equity-based incentive awards. However, other than the fact that cash bonuses and equity grants are based upon base salary amounts, the Committee does not have a policy regarding the specific allocation of compensation between short-term and long-term compensation or between cash and non-cash compensation.

The Committee places an emphasis on long-term equity-based incentive awards in our executive compensation program, and on stock options and PSUs in particular, as it believes this causes executives to focus on long-term stockholder value creation. With respect to stock options, for example, named executive officers will only realize compensation from these awards to the extent our stock price appreciates. During fiscal 2013, the Committee reconsidered equity award levels as part of a larger review of equity-based compensation within our U.S. organization. In connection with that review, the Committee reduced stock option award levels in fiscal 2013 for our named executive officers. After this reduction in stock option awards, the Committee allocated equity compensation value to our named executive officers (other than the Chairman of the Board) on the following basis (with stock options valued on a Black-Scholes valuation, RSUs valued at face value, and PSUs valued at face value of the target award) – approximately 44% in options, 28% in RSUs and 28% in PSUs for our President and Chief Executive Officer and approximately 50% in options, 25% in RSUs and 25% in PSUs for our other named executive officers. For fiscal 2013, these equity grants generally approximated the 50^th percentile of the applicable market data for our President and Chief Executive officer, were positioned between the 50^th and 75^th percentile for our Chief Financial Officer and Chief Operating Officer, and were positioned above the 75^th percentile for our Chief Human Resources and Administrative Officer.

Compensation of the Chairman of the Board

Prior to July 2007, Richard Sands served as our Chairman of the Board and Chief Executive Officer. He transitioned from the role of Chief Executive Officer in July 2007 and has remained our Chairman of the Board and a member of management since that time.

Since fiscal 2011, the Committee has determined that the total direct compensation opportunity (that is, salary, potential bonus at target level, and equity awards) for the Chairman of the Board should approximate 85% of the Chief Executive Officer’s total direct compensation opportunity. The Committee received data from its independent compensation consultant indicating that this level of compensation approximates the median of the applicable market data. Since fiscal 2013, the Committee also determined that Mr. Richard Sands should receive all of his equity awards in the form of stock options since this form of equity award provides a stronger link to the creation of long-term stockholder value than restricted stock or PSUs based on EPS performance.

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Elements of Compensation and Analysis of Compensation Decisions

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

Pay Mix

The Committee believes that a significant portion of each named executive officer’s compensation opportunity should be at risk in order to align the interests of our officers with those of our stockholders. As shown below, approximately 76% to 83% of our named executive officers’ total annual compensation opportunity is at risk and dependent on our performance results since it is received in the form of short-term cash bonus incentives and long-term equity-based incentives.

Fiscal 2013 Named Executive Officer Pay Mix

(Excluding Chairman of the Board)

Base Salary

The Committee considers base salary adjustments on an annual basis as part of its comprehensive review of executive compensation matters, usually in April. In April 2012, the Committee approved a 2.5% increase over the base salary rate in effect at the end of fiscal 2012 for each named executive officer based on the Committee’s consideration of market practices and our performance. Salaries for our named executive officers for fiscal 2013 appear in the Summary Compensation Table below. In April 2013, the Committee awarded each named executive officer a salary increase, which will approximate 2.5% during fiscal 2014, after considering market practices and our performance. The Committee may also approve other salary adjustments for a named executive officer in the event of a promotion or other significant change in responsibilities; however, no such other adjustments occurred during fiscal 2013.

We set base salary levels for our named executive officers to provide current compensation for their day-to-day services during the fiscal year, taking into account their individual roles and responsibilities as well as their respective experience and abilities. We generally seek to pay our named executive officers base compensation near the 50^th percentile suggested by the applicable market data.

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The Committee may decide, however, to set an individual executive’s salary at an amount above or below this level. 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, an executive’s tenure in the role, changes in job duties, and concerns regarding internal pay equity.

Short-Term Cash Bonus Awards

Our named executive officers have the opportunity to earn short-term cash bonuses based on Company performance. The Committee views these bonuses as an integral element of the entire compensation package.

Annual Management Incentive Plan – Fiscal 2013

Our Annual Management Incentive Plan, or AMIP, serves as the primary mechanism for awarding short-term performance-based incentive bonuses. The Committee administers an annual program under the plan in order to accomplish the following objectives:

We believe these goals have been achieved during fiscal 2013. As described below, the Committee ultimately awarded bonus payments for fiscal 2013 based on comparable EBIT and net sales performance slightly above target levels and FCF performance between target and maximum levels established by the Committee.

In April 2012, the Committee established an eligible bonus pool under the plan for fiscal 2013 equal to 0.50% of our EBIT for each of Mr. Robert Sands and Mr. Richard Sands and 0.25% of our EBIT for each other named executive officer. The plan defines EBIT as the sum of our operating income plus equity in earnings of equity method investees, and we view this as a measure of our profitability. 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 EBIT for this purpose. Consistent with the plan, no individual award for a fiscal year may exceed $5 million, and the Committee reserved the right to exercise its negative discretion at the end of fiscal 2013 to reduce or eliminate an award to any named executive officer and to consider such quantitative and qualitative factors it deems appropriate in making such determinations.

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In April 2013, the Committee met to review our actual fiscal 2013 performance and to consider payouts to participants. After reviewing our fiscal year performance, the Committee confirmed that, prior to any application of negative discretion, our fiscal 2013 EBIT and corresponding eligible bonus pools for each named executive officer were as follows:

Annual Management Incentive Plan

Results for Fiscal 2013 Prior to the Application of Negative Discretion

The Committee then considered whether and how to apply negative discretion to these amounts. In doing so, the Committee took into account the following:

The Committee first considered individual incentive award opportunities depending on the executive’s position. The Committee established these opportunities as a percentage of each named executive officer’s fiscal 2013 base salary with the understanding that they were competitive with the market and placed at risk an appropriate amount of the executive’s compensation.

Annual Management Incentive Plan

Fiscal 2013 Award Levels for the Application of Negative Discretion

These percentages assume that the same threshold, target or maximum performance is achieved for each applicable performance criteria utilized by the Committee in its application of negative discretion. Accordingly, an incentive award payment under the Committee’s application of negative discretion for fiscal 2013 could have been less than the threshold percentage set forth above if a threshold level was not achieved for one or more of the criteria although the Committee did not plan to approve any such payment if the Company did not achieve threshold comparable EBIT performance.

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The following chart describes the performance criteria and weightings selected by the Committee for its application of negative discretion.

Annual Management Incentive Plan

Fiscal 2013 Performance Criteria for the Application of Negative Discretion

In April 2012, the Committee established target levels for the comparable EBIT, net sales, and FCF metrics corresponding to the expected level of performance under our fiscal 2013 operating plan. This operating plan was reviewed with and approved by the Board in April 2012. With the assistance of the Human Resources Department, the Committee had also established at that time 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. For fiscal 2013, the Committee decided to widen the above target grids for comparable EBIT and net sales to increase the difficulty of earning awards significantly above target.

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In April 2013, the Committee determined that it would be appropriate to consider these fiscal 2013 performance levels, with the comparable EBIT and net sales levels adjusted upwards to incorporate the increased performance the Company expected to realize from its acquisition of the Mark West wine brand as of the time of that acquisition in July 2012, in applying negative discretion. The Committee then completed its application of negative discretion by comparing fiscal 2013 performance against these performance levels. At the conclusion of its review, the Committee then certified awards to the named executive officers based on the following performance levels and actual results:

Annual Management Incentive Plan

Fiscal 2013 Performance Levels and Results Under the

Application of Negative Discretion

Based on the weighting of comparable EBIT (40%), net sales (40%), and FCF (20%), the Committee applied negative discretion to reduce awards from the eligible bonus pool amounts to approximately 115% of the target payouts. The resulting AMIP awards paid to the named executive officers for fiscal 2013 are set forth below and also appear in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

Summary of Fiscal 2013 Annual Management Incentive Plan Results

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Annual Management Incentive Plan – Fiscal 2014

In April 2013, the Committee established the bonus pool under the AMIP for fiscal 2014. The Committee adopted the same methodology as it used for the fiscal 2013 program, establishing a bonus pool equal to 0.5% of our fiscal 2014 EBIT for each of Mr. Robert Sands and Mr. Richard Sands and 0.25% of our fiscal 2014 EBIT for each of our other named executive officers. The Committee reserved the right to reduce or eliminate awards based on such quantitative and qualitative factors as it deems appropriate. The Committee again approved comparable EBIT, net sales, and FCF, as the factors it expects to use when calculating fiscal 2014 bonus amounts. It expects to weight the factors as follows – 40% for comparable EBIT, 40% for net sales, and 20% for FCF – and to require at least threshold comparable EBIT performance in order for named executive officers to earn any bonus payout for fiscal 2014.

Other Cash Bonus Awards

In addition to any payments under the AMIP, the Committee has discretion to pay cash bonuses outside of that plan. Such payments might be paid to executives, for example, after the closing of a significant acquisition or other transaction. No named executive officer received such a payment in fiscal 2013.

Long-Term Equity-Based Incentive Awards

Equity Award Granting Practices

The Committee (as well as the full Board) has the flexibility to award non-qualified stock options, stock appreciation rights, restricted stock, RSUs, PSUs, and other stock-based awards under our Long-Term Stock Incentive Plan, or LTSIP. The granting of equity-based awards to our named executive officers, 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 our executives as the awards vest over a period of employment with us.

The Committee includes stock options as a significant element of named executive officer compensation, as the Committee believes the value of stock options has a direct link to the creation of stockholder value. This is because stock options only have value to the extent that our stock price increases after the grant date. Starting in fiscal 2008, the Committee has granted options to purchase Class 1 Stock to individuals subject to U.S. taxation, including named executive officers, and options to purchase Class A Stock to other participants. As no trading market exists for the Class 1 Stock, the fair market value of a share of Class 1 Stock is deemed to be equal to the fair market value of a share of Class A Stock unless the Committee determines otherwise. Accordingly, all stock option awards under our LTSIP are priced at the closing price of our Class A Stock on the date of grant.

The Committee began granting restricted stock to named executive officers in fiscal 2009 to provide additional diversification and retention value in our equity program. Instead of issuing restricted stock to named executive officers in fiscal 2013, however, the Committee decided to issue RSUs, which would not involve the issuance of any actual shares of stock until vesting. The granting of RSUs instead of restricted stock is consistent with the approach we have used since fiscal 2009 for similar awards outside of the U.S. and will be more administratively convenient for the Company and recipients. All restricted stock and RSU awards relate to Class A Stock and vest of over a period of service with us.

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The Committee began awarding PSUs to named executive officers in fiscal 2011 in order to further diversify our mix of equity awards in a manner more consistent with our peer group and to enhance the linkage between executive compensation and performance. Our PSUs vest over a period of service with us and can result in a payout of an amount from 0% to 200% of the named executive officers’ target award based on our performance with respect to a specified performance metric such as EPS or a relative comparison of our stock price performance to that of companies in the S&P 500 Index.

The Committee annually considers equity awards to named executive officers at a regularly scheduled meeting, usually in April, at which it considers equity awards to other eligible employees around the world. The Committee may also grant awards at other times, typically occurring at other regularly scheduled meetings of the Committee, in connection with events such as new hires, promotions, and significant business activities. In addition, the Committee has delegated to our Chief Human Resources Officer limited authority to grant stock option awards provided that (i) the recipient is at or below the level of Vice President, (ii) any such award is not 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 are consistent with the past practices of the Committee. The Chief Human Resources Officer did not exercise this authority in fiscal 2013.

The Board considers equity awards to the directors pursuant to our non-management director compensation program as described more fully below under the heading “Director Compensation.” The Board generally approves these annual awards to directors at the Board meeting immediately following each annual meeting of stockholders. As directors serve annual terms, such awards are intended to coincide with the beginning of their term of office. For example, the Board approved fiscal 2013 equity awards for directors on July 27, 2012 following the Annual Meeting of Stockholders held earlier that day. The Board may also grant equity awards upon the appointment of a new member to the Board as was done at the time of the appointments of Robert L. Hanson and Judy A. Schmeling in February 2013.

Named Executive Officer Awards – Fiscal 2013

The Committee awarded stock options, RSUs, and PSUs to our named executive officers in fiscal 2013 after taking into account the officers’ positions and salaries, so that more senior officers received a greater portion of their compensation through equity-based incentives. As stated above under the heading “Compensation of Named Executive Officers (other than the Chairman of the Board),” the Committee reduced the factors used to determine the number of stock options awarded to our named executive officers in fiscal 2013. As described above under the heading “Compensation of the Chairman of the Board,” the Committee determined it advisable for the Chairman of the Board to receive all of his equity-based awards in the form of stock options. Specifically, the Committee awarded equity using the following methodology:

Fiscal 2013 Long-Term Equity-Based Incentive Award Methodology

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All fiscal 2013 equity awards included a provision designed to allow us to clawback or recoup any awards to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or other law. More information concerning these awards can be found below in the Summary Compensation Table, the Grants of Plan-Based Awards in Fiscal 2013 table, and the Outstanding Equity Awards at February 28, 2013 table.

With respect to the fiscal 2013 PSUs, the Committee determined that it would be appropriate to base these awards on a measure of relative stockholder return instead of EPS as it had in prior years. Specifically, the Committee awarded fiscal 2013 PSUs whose ultimate payout level, if any, will depend on our fiscal 2013-2015 performance with respect to our stock price performance as compared to the companies in the S&P 500 Index. In addition, a named executive officer must generally remain an employee until May 1, 2015 in order for the award to vest. The Committee believed this metric and the three-year performance period would further align the interests of our named executive officers with the interests of our stockholders. Payouts of these PSUs will be determined at the end of fiscal 2015 based on the following performance levels (with awards between these designated performance levels determined by linear interpolation):

Fiscal 2013 PSU Potential Payouts

For Relative Stockholder Return Performance During Fiscal 2013-2015

The Committee also certified fiscal 2013 performance regarding fiscal 2011 PSUs. The performance metric associated with the fiscal 2011 PSUs was fiscal 2013 EPS. For this purpose, EPS was to be calculated under generally accepted accounting principles as adjusted for non-recurring items in accordance with the terms of the LTSIP. This amount is consistent with the Company’s reported comparable EPS results. The fiscal 2011 PSUs provided that threshold EPS performance would equate to a payout of 25% of the target award, target EPS performance would equate to a payout at 100% of the target award, and EPS performance at or above the maximum level would equate to a payout at 200% of the target award. The Committee reviewed fiscal 2013 EPS performance against these levels established for the fiscal 2011 PSUs and certified achievement at 200% of target as set forth below:

Fiscal 2011 PSU Results

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More information concerning these fiscal 2011 PSUs can be found below in the Outstanding Equity Awards at February 28, 2013 table.

Named Executive Officer Awards – Fiscal 2014

In April 2013, the Committee determined that it was important to retain stock options, RSUs and PSUs as significant elements of fiscal 2014 named executive officer compensation other than for the Chairman of the Board and the Chief Human Resources and Administrative Officer. The Committee decided that the value of these awards as a percentage of each officer’s salary should approximate the value of our fiscal 2013 equity awards to each named executive officer at the time of grant (with stock options valued on the basis of a Black-Scholes valuation, RSUs valued at face value, and PSUs valued at face value of the target award). For those named executive officers receiving all three types of equity, they received fiscal 2014 equity awards with values distributed 50% in stock options and 25% each in RSUs and PSUs. Our Chairman again received his fiscal 2014 equity award entirely in the form of stock options. As our Chief Human Resources and Administrative Officer had previously announced his intention to retire from the Company, the Committee did not issue him an equity award in fiscal 2014 but instead approved accelerated vesting of his fiscal 2012 PSU award by approximately 11 months, from May 1, 2014 to June 14, 2013, to coincide with his retirement date.

Ultimately, the Committee awarded stock options, RSUs and PSUs for fiscal 2014 using the following methodology:

Fiscal 2014 Long-Term Equity-Based Incentive Award Methodology

With respect to fiscal 2014 PSUs, the Committee determined that it would be appropriate to base the payout of awards on TSR as opposed to stock price appreciation, as the Committee believed that the use of this metric, which was added as a performance measure in our LTSIP in July 2012, was more commonly used. Accordingly, the Committee issued fiscal 2014 PSUs whose ultimate payout level, if any, will depend on our fiscal 2014-2016 TSR performance as compared to the other companies in the S&P 500 Index. In addition, an executive must generally remain an employee until May 1, 2016 in order for these PSUs to vest.

Stock Ownership Guidelines

In order to further align the interests of our named 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 considered the length of an executive officer’s tenure. We allow individuals five years

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in which to reach the applicable ownership guideline. Ownership guidelines can be satisfied by the ownership of stock, vested stock options, unvested restricted stock, unvested RSUs, and unvested PSUs after the relevant performance period has been completed and the Committee has certified the number of shares that will be issued upon satisfaction of the service requirement. The current guidelines for our executive officers are as follows:

As of February 28, 2013, each of our named executive officers had either met his respective guideline 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 named 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:

In addition, named executive officers are among those eligible to participate in our 2005 Supplemental Executive Retirement Plan, which is a non-qualified retirement savings plan designed to provide participants with the benefit of our annual contributions and supplemental profit sharing contributions that could not be made pursuant to the 401(k) and Profit Sharing Plan due to Internal Revenue Code limitations. Further detail concerning this plan is provided below under the heading “Nonqualified Deferred Compensation.”

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Severance Benefits

In April 2008, the Committee determined that it was appropriate to standardize our relationships with executive officers and approved the execution of employment agreements with each of our executive officers, including all of our named executive officers except for Mr. Wright. In approving the execution of these agreements, the Committee believed it appropriate to ensure that similarly situated executive officers had similar employment terms. In establishing these agreements, we considered information from the Committee’s independent compensation consultant at that time regarding existing market practices. During fiscal 2011, the Committee and its current independent compensation consultant conducted an in-depth review of these employment terms and current market practices. Although the Committee’s consultant did not recommend any changes to the existing agreements with our named executive officers, it did recommend certain changes to future agreements in order to better align with current best practices. Specifically, the Committee’s independent compensation consultant recommended that we not include in future agreements severance benefits in the event of retirement, the gross-up of any excise tax payments, or the post-employment continuation of aircraft or automobile benefits and product allowances. The Committee and management agreed with these recommendations, and our November 2010 employment agreement with Mr. Wright reflected these changes in his form of agreement. More information concerning the 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 our named 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 executive officers. The Committee believes these benefits further our 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. Our named executive officers pay the personal income taxes that are attributable to the taxable perquisites we provide. We offer the following benefits to our named executive officers:

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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 perquisites and other personal benefits we provided to our named executive officers during fiscal 2013 are quantified below in the Summary Compensation Table.

Accounting Considerations

Accounting for Equity-Based Compensation

We follow the Financial Accounting Standards Board, or FASB, guidance for equity-based compensation in FASB ASC Topic 718 requiring that we recognize in our financial statements the cost resulting from all equity-based payment transactions, including stock options, restricted stock awards, RSUs, and PSUs. As with any significant accounting requirement, we and our Board have considered and continue to monitor the impact of this guidance. At this time, we continue to believe that equity-based executive compensation 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 guidance.

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 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 and the granting of restricted stock awards and RSUs, the Committee may decide to award executive compensation in an amount and form that is not deductible under Section 162(m).

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Compensation Committee Report

The following report shall not be deemed incorporated by reference in any filing under the federal securities laws by virtue of any general incorporation of this Proxy Statement by reference and shall not otherwise be treated as filed under the federal securities laws.

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 2013 Form 10-K.

Human Resources Committee:

Jeananne K. Hauswald (Chair)

Jerry Fowden

Robert L. Hanson

Keith E. Wandell

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Compensation Tables and Related Information

The following table sets forth the compensation paid or accrued by us for services rendered for fiscal 2013 (our fiscal year ended February 28, 2013) by our Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers. These individuals are referred to as “named executive officers.” Where applicable, the following table also sets forth the compensation paid to or accrued by us for these named executive officers for fiscal 2012 (our fiscal year ended February 29, 2012) and fiscal 2011 (our fiscal year ended February 28, 2011). The principal positions noted below were held through the end of fiscal 2013.

Summary Compensation Table

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Grants of Plan-Based Awards in Fiscal 2013

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Outstanding Equity Awards at February 28, 2013

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