UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant x   

Filed by a Party other than the Registrant ¨

Check the appropriate box:

CONSTELLATION BRANDS, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

ANNUAL MEETING OF STOCKHOLDERS

June 6, 2014

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 23, 2014 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 2014 Summary Annual Report and Annual Report on Form 10-K for the fiscal year ended February 28, 2014, that contains important business and financial information regarding the Company.

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

Very truly yours,

RICHARD SANDS

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 23, 2014

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 23, 2014 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 27, 2014 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 6, 2014

TABLE OF CONTENTS

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CONSTELLATION BRANDS, INC.

207 High Point Drive, Building 100

Victor, New York 14564

PROXY STATEMENT

2014 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 2014 Annual Meeting of Stockholders of the Company and at any adjournment thereof (the “Meeting”). The Meeting will be held on Wednesday, July 23, 2014 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 16, 2014.

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 a written revocation to the Secretary of the Company 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, 2015 (Proposal 2), and FOR the approval, by an advisory vote, of the compensation of the Company’s named executive officers as disclosed herein (Proposal 3).

As of the close of business on May 27, 2014 (the “Record Date”), the outstanding common stock of the Company consisted 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 outstanding as of the Record Date. Holders of Class A Stock and/or Class B Stock are entitled to vote on Proposals 1 through 3 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 Inc., 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 how to vote those shares.

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 the proxy materials to the beneficial owners of such shares. If requested, the Company will reimburse such persons for their reasonable expenses in forwarding the proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 23, 2014

This Proxy Statement and the Company’s Annual Report to stockholders, consisting of the Company’s 2014 Summary Annual Report and Annual Report on Form 10-K for the fiscal year ended February 28, 2014, 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 168,996,274 shares of Class A Stock and 23,402,864 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.

Only holders of record of Class A Stock and/or Class B Stock on the books of the Company at the close of business on May 27, 2014, 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, holders of Class A Stock and 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 168,996,274 votes at the Meeting and holders of Class B Stock are entitled to cast a total of 234,028,640 votes at the Meeting.

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 relating to

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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 and 3 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 and 3, 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, 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). Holders of Class A Stock and holders of Class B Stock, voting as a single class, are entitled to elect the remaining number of directors to be elected at the Meeting, with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share. Since the Board nominated ten (10) directors, holders of Class A Stock will be entitled to elect three (3) directors and holders of Class A Stock and holders of Class B Stock, voting as a single class, will be entitled to elect seven (7) directors. Because the directors are elected by a plurality of the votes cast in each election, votes that are withheld (including broker non-votes) 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, 2015 (Proposal 2) and the approval, by an advisory vote, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal 3) 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 holders of 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 sixty (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

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beneficial owner of securities for other purposes. The percentages of beneficial ownership reported in this section were calculated on the basis of 168,996,274 shares of Class A Stock, 23,402,864 shares of Class B Stock, and no shares of Class 1 Stock outstanding as of the close of business on May 27, 2014, 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 27, 2014, 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 such classes of stock. Many shares reported in the following tables for Robert Sands, our President and Chief Executive Officer, Richard Sands, our Chairman of the Board, and other Sands related beneficial owners are reflected more than once as many of those shares are held by various Sands related family investment vehicles and a foundation in which more than one of the beneficial owners listed in the tables below serves as a partner, manager, trustee, director or officer. The information reported for the “stockholders group” in the tables and footnotes below effectively represents the aggregate shares beneficially owned by Messrs. Robert and Richard Sands without counting any shares more than once. This stockholders group beneficially owns an aggregate of 31,832,324 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 58% 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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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

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executive officer. We allow individuals five years in which to reach the applicable ownership guideline. The ownership guidelines can be satisfied by the ownership of stock, vested stock options, unvested restricted stock, unvested restricted stock units, and unvested performance share units 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, 2014, 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 27, 2014, 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, 2014 (the “2014 Form 10-K”).

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The primary focus of this Compensation Discussion and Analysis is the compensation paid to or earned by our named executive officers during the fiscal year ended February 28, 2014. These named executive officers are as follows:

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, 2013 and ending February 28, 2014 is referred to as “fiscal 2014.”

Executive Summary

Business Highlights

In fiscal 2014, we completed a transformational beer business acquisition. Through this acquisition, which closed in June 2013, we accomplished the following:

Throughout this Compensation Discussion and Analysis, these transactions are referred to as the “Beer Business Acquisition.”

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In terms of business results, we surpassed key operating plan goals for fiscal 2014 in terms of comparable earnings before interest and taxes, or EBIT, and free cash flow, or FCF. We also reached 99.7% of our operating plan goal in terms of fiscal 2014 net sales. As discussed further in this Compensation Discussion and Analysis, our performance with respect to these three key metrics affected the short-term bonus payments of our named executive officers.

How Company Performance Affects Compensation

Our executive compensation program consists of base salary, short-term cash incentive 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 the following attributes of our short-term bonus program and our long-term equity awards provide a strong link between executive compensation and the performance of our Company:

Key Executive Compensation Actions During Fiscal 2014

Base Salaries: In setting fiscal 2014 base salaries for named executive officers, the Human Resources Committee of the Board of Directors, or the Committee, approved increases in April 2013 which took effect in June 2013 and approximated a 2.5% increase over the course of fiscal 2014. These salary increases are believed to be in line with the market. A new salary was set for Mr. Hackett when he became an executive officer in June 2013 in connection with the Beer Business Acquisition.

Short-Term Cash Incentive Bonus Structure: At the beginning of fiscal 2014, the Committee made a number of important decisions regarding the fiscal 2014 short-term cash incentive bonus structure:

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Short-Term Cash Incentive Bonus Results: After the conclusion of fiscal 2014, the Committee reviewed our performance and approved cash bonus payments to our named executive officers. Based on our fiscal 2014 results, the cash bonus awards represented payments at approximately 139% of the target award levels the Committee set for the named executive officers and are summarized in the table below:

Mr. Hackett became an executive officer of the Company in June 2013 after the closing of the Beer Business Acquisition. He served as President of Crown Imports LLC prior to that time. Since the prior Crown Imports bonus program ended on December 31, 2012, the Committee computed his fiscal 2014 bonus payment as a percentage of his earnings during the 14-month period from January 1, 2013 through the conclusion of fiscal 2014.

Long-Term Equity-Based Incentives: For our standard equity awards in fiscal 2014, the Committee granted our named executive officers (except for our Chairman of the Board) a combination of PSUs, RSUs, and stock options. The Committee calculated these equity awards for named executive officers so that the value of the standard fiscal 2014 awards as a percentage of each officer’s salary approximated the value of fiscal 2013 equity awards at time of grant. Each officer’s awards were 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. Our Chairman received his entire equity award 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 executive officers with those of our stockholders. Mr. Hackett received equivalent awards of PSUs, RSUs, and stock options upon the closing of the Beer Business Acquisition.

For the PSUs included in these fiscal 2014 standard awards, the vesting levels will depend on our TSR performance during fiscal 2014-2016 relative to the companies included in the S&P 500 Index. For Mr. Hackett, the vesting of his PSUs will be the same except that the TSR performance period will run from June 1, 2013 until the end of fiscal 2016. The Committee believes these awards enhance the linkage between executive compensation and stockholder value creation. Any payouts of these fiscal 2014 PSUs will be conditioned on the satisfaction of a service vesting requirement, generally requiring continued service with us until May 1, 2016.

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In addition to these standard equity awards, certain named executive officers received special equity awards during fiscal 2014:

Key Executive Compensation Changes for Fiscal 2015

Base Salaries: The Committee approved base salary increases of 2.5%, effective June 1, 2014, for each named executive officer. These salary increases are believed to be in line with the market.

Long-Term Equity-Based Incentive Award Changes: In fiscal 2015, the Committee granted our named executive officers (except for our Chairman) a combination of stock options, RSUs, and PSUs. The Committee again distributed these awards 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. Consistent with recent years, the equity award for our Chairman was granted entirely in the form of stock options.

The Committee updated certain terms of our fiscal 2015 stock options, RSUs, and PSUs relating to vesting upon retirement. The Committee made these changes, which applied to all recipients including the named executive officers, to better align our practices with the market, to reduce the need to consider special vesting provisions in the case of key retirements, and to provide appropriate incentives and rewards to all equity award recipients. These changes are described below in this Compensation Discussion and Analysis under the heading “Long-Term Equity-Based Incentive Awards” and subheading “Named Executive Officer Awards – Fiscal 2015.”

2013 Say-on-Pay Vote

At the 2013 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 2013 Proxy Statement. Stockholders approved our named executive officer compensation at that time, with more than 98% of the vote being cast in favor of approval. The Committee reviewed the results of the 2013 say-on-pay vote. However, none of the adjustments to our executive compensation program described in this Compensation Discussion and Analysis were made by the Committee in response to the 2013 say-on-pay 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

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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 incentive 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 believe that 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 improve the alignment of the executive compensation program with our strategic imperatives and with our performance. We also believe our compensation is market competitive and has resulted in the attraction and retention of executives who can contribute to our future success. Finally, we believe the program creates a strong linkage between pay and performance through our bonus program 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 and the President and Chief Executive 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

The Committee has directly 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 its consultant or the consultant’s employees.

Peer Group

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 profit 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 2014 named executive officer compensation decisions (including prior to setting base salaries, short-term incentive targets, and standard equity grants for fiscal 2014) consisted of the following companies:

Peer Group Prior to the June 2013 Beer Business Acquisition

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 a revised peer group selected from companies involved with managing and marketing premium brands. This new peer group included four new companies – Colgate-Palmolive Company, General Mills, Inc., Kellogg Company, and Reynolds American Inc. – and removed two companies – Revlon, Inc. and Church & Dwight Co., Inc. – as compared to the previous compensation peer group. Accordingly, effective as of the closing of the Beer Business Acquisition in June 2013, the following companies comprise our executive compensation peer group:

Peer Group After the June 2013 Beer Business Acquisition

This is the peer group which the Committee considered in connection with setting base salaries, short-term incentive targets, and equity grants for fiscal 2015.

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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 our overall executive 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 generally 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. During fiscal 2014, such off-cycle awards and adjustments occurred in connection with Mr. Hackett’s June 2013 appointment as an officer of the Company and the issuance of special equity awards in June and July 2013 related to the Beer Business Acquisition. In making these 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 (that is, salary and potential bonus at target level) awarded to our named executive officers should approximate the midpoint of the applicable market data. While this is true for our executives as a whole, the amounts awarded to individual executives may exceed or fall short of this amount. 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. The most recent data shared with the Committee by its independent compensation consultant in January 2014 indicated that total cash compensation exceeded the 50^th percentile of applicable market data for Mr. Robert Sands and Mr. Hetterich, approximated the 50^th percentile for Mr. Ryder, and approximated the 25^th percentile for Mr. Hackett.

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 incentive 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. The Committee allocated the equity compensation value of our standard awards to our named executive officers (other than the Chairman of the Board) on the following basis – approximately 50% in stock options, 25% in RSUs, and 25% in PSUs (with stock options valued on a Black-Scholes valuation, RSUs valued at face value, and PSUs valued at face value of the target award).

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Compensation of the Chairman of the Board

Mr. Richard Sands serves as our Chairman of the Board and is a member of management. 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 has received data from its independent compensation consultant indicating that this level of compensation approximates the median of the applicable market data. Also since fiscal 2011, the Committee 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 strong link to the creation of long-term stockholder value.

Elements of Compensation and Analysis of Compensation Decisions

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

These elements of executive compensation are allocated in a manner that allows us to achieve our attraction, retention, and motivation objectives and demonstrate pay-for-performance. This pay mix is further described below.

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 80% to 85% 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 incentive bonuses and long-term equity-based incentives.

Fiscal 2014 Named Executive Officer Pay Mix

(Excluding Chairman of the Board)

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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 fiscal 2014, as part of a change in the Company’s compensation timeline for all U.S. employees, the Company moved the effective date of merit salary increases from March 1 to June 1. Accordingly, when the Committee approved salary increases of 2.5% for each named executive officer (other than Mr. Hackett) over the base salary rate in effect at the end of fiscal 2013, it also approved an additional increase of 0.625% so that the base salary received during fiscal 2014 approximated a 2.5% increase over the prior year. (This same approach was used for all U.S. employees receiving merit salary increases during fiscal 2014.) These salary increases are believed to be in line with the market. The fiscal 2014 salaries for our named executive officers appear in the Summary Compensation Table below. 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. For example, the Committee set Mr. Hackett’s salary when he became an executive officer in June 2013. In April 2014, the Committee approved a salary increase of 2.5% for each named executive officer to take effect on June 1, 2014.

We set base salary levels for our named executive officers to provide current, predictable 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. The Committee may decide, however, to set an individual executive’s salary at an amount above or below this level. Some of the reasons such variations may occur are described under the heading “Compensation of Named Executive Officers (other than the Chairman of the Board)” above. The most recent data shared with the Committee by its independent compensation consultant indicated that base salaries approximated the 75^th percentile of the applicable market data for Mr. Robert Sands and Mr. Hetterich, approximated the 50^th percentile for Mr. Ryder, and approximated the 25^th percentile for Mr. Hackett.

Short-Term Cash Incentive Bonuses

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

Annual Management Incentive Plan – Fiscal 2014

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

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We believe these goals were achieved during fiscal 2014. As described below, the Committee ultimately awarded bonus payments for fiscal 2014 based on comparable EBIT and FCF performance between target and maximum levels established by the Committee and net sales performance approximating the target level established by the Committee.

In April 2013, the Committee established an eligible award pool under the plan for each then-serving named executive officer. In June 2013, the Committee also established an eligible award pool under the plan for Mr. Hackett. These award pools, which were based on EBIT performance, are set forth in the table below. 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 or other performance period may exceed $5 million and the Committee reserved the right to exercise its negative discretion at the end of fiscal 2014 to reduce or eliminate any award. In exercising its negative discretion, the Committee may consider such quantitative and qualitative factors it deems appropriate.

In April 2014, the Committee met to review our actual fiscal 2014 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 applicable EBIT and corresponding eligible award pools for each named executive officer were as follows:

Annual Management Incentive Plan

Results for Fiscal 2014 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:

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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 2014 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 2014 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 2014 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.

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

Annual Management Incentive Plan

Fiscal 2014 Performance Criteria for the Application of Negative Discretion

In April 2013, the Committee established target levels for the comparable EBIT and net sales metrics, each corresponding to the expected level of performance under our fiscal 2014 operating plan and assumed a closing of the Beer Business Acquisition on May 31, 2013. This operating plan was

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reviewed with and approved by the Board in April 2013. In July 2013, the Committee established the target level for the FCF metric based on our expectations after the closing of the Beer Business Acquisition. With the assistance of the Human Resources Department, the Committee had also established at these times ranges 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.

In April 2014, the Committee determined that it would be appropriate to consider these fiscal 2014 performance levels in applying negative discretion, with the comparable EBIT and net sales levels adjusted to reflect the actual closing date of the Beer Business Acquisition on June 7, 2013 and comparable EBIT also adjusted to reflect the amortization of a purchase accounting adjustment related to the Beer Business Acquisition. The Committee then completed its application of negative discretion by comparing fiscal 2014 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 2014 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 award pool amounts to approximately 139% of the target payouts. The resulting AMIP awards paid to the named executive officers for fiscal 2014 are set forth below and also appear in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

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Summary of Fiscal 2014 Annual Management Incentive Plan Results

Annual Management Incentive Plan – Fiscal 2015

In April 2014, the Committee established the award pool under the AMIP for fiscal 2015. The Committee adopted the same basic methodology as it used for the fiscal 2014 program, establishing an award pool equal to 0.5% of our fiscal 2015 EBIT for each of Mr. Robert Sands and Mr. Richard Sands and 0.25% of our fiscal 2015 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 2015 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 2015.

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.

During fiscal 2014, Mr. Hackett and certain other employees of Crown Imports LLC received final cash payments under the Crown Imports LLC 2010 Long-Term Cash Incentive Plan. This plan has since been terminated, and Mr. Hackett and other key employees of Crown Imports LLC now receive long-term incentives in the form of equity awards from us. The close-out payments under the terminated Crown Imports plan were based entirely on results of Crown Imports during calendar years 2011 and 2012. Mr. Hackett’s final payment under this plan was $679,532. Since this payment was based on Crown Imports’ results prior to the closing of the Beer Business Acquisition and prior to our fiscal 2014, it is not included in the Summary Compensation Table.

Long-Term Equity-Based Incentive Awards

Equity Award Granting Process

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

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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 executive officers’ interests to the value and appreciation of our Class A Stock. These awards also assist in the retention of our executive officers as the awards generally vest after a period of approximately three years of employment (in the case of PSUs) or over a period of four years of employment (in the case of stock options and RSUs).

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 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 to our equity awards. Beginning in fiscal 2013 the Committee decided to issue named executive officers RSUs, which would not involve the issuance of any actual shares of stock until vesting, instead of restricted stock. The granting of RSUs is consistent with the approach we have used since fiscal 2009 for similar awards outside of the U.S. and is more administratively convenient for the Company and recipients. All restricted stock and RSU awards relate to Class A Stock.

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. Generally, our PSUs can result in a payout of an amount from 0% to 200% of a named executive officer’s target award based on our performance with respect to a specified performance metric such as a comparison of our TSR performance to that of companies in the S&P 500 Index. All PSU awards relate to Class A Stock.

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. For example, the Committee approved equity awards to Mr. Hackett in June 2013 when he became an executive officer. The Committee also awarded equity to Mr. Hetterich in June 2013 and to Messrs. Robert Sands and Ryder in July 2013 in connection with the Beer Business Acquisition. 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 option shares and the terms and conditions for such awards are consistent with the past practices of the Committee. The Chief Human Resources Officer did not exercise this authority in fiscal 2014.

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

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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 2014 equity awards for directors on July 24, 2013 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.

Equity Practices and Policies – Clawback Rights and Prohibition Against Hedging

Since fiscal 2013 all of our individual LTSIP award agreements with employees contain a clawback provision. This same clawback language was also incorporated into the LTSIP itself in fiscal 2013 with the approval of our stockholders. Although we have not had to utilize these provisions, their purpose is to allow us to recoup performance-based equity awards or the value thereof, if and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law, should we need to restate our financial statements.

In order to prevent an appearance of improper conduct, executive officers and directors, among others, may not participate in transactions involving the hedging of our stock. In particular, they may not trade in third-party derivative securities of our stock by writing or buying puts, calls, or other derivatives.

Named Executive Officer Awards – Fiscal 2014

For our standard equity awards in fiscal 2014, the Committee granted our named executive officers (except for our Chairman of the Board) a combination of stock options, RSUs, and PSUs 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. The Committee calculated 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. Each officer’s awards were 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. Mr. Hackett received equivalent awards of PSUs, RSUs, and stock options effective upon the closing of the Beer Business Acquisition. As described under the heading “Compensation of the Chairman of the Board” above, 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. 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 executive officers with those of our stockholders. Specifically, the Committee granted equity using the following methodology:

Standard Fiscal 2014 Long-Term Equity-Based Incentive Award Methodology

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With respect to fiscal 2014 PSUs, the Committee determined that it would be appropriate to base the payout of awards on TSR performance as opposed to stock price appreciation, which had been used for fiscal 2013 PSUs, as the Committee believed that the use of relative TSR performance, which was added as a performance measure in our LTSIP in July 2012, was more commonly used. Specifically, the Committee awarded fiscal 2014 PSUs whose ultimate payout level, if any, will depend on our fiscal 2014-2016 TSR performance as compared to the companies in the S&P 500 Index. Since Mr. Hackett’s PSU awards were issued in June 2013, his payout level will depend upon our TSR performance for the period from June 1, 2013 through the end of fiscal 2016. In addition, a named executive officer must generally remain an employee until May 1, 2016 in order for these awards to vest. The Committee believes the TSR metric and the three-year performance period should 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 2016 based on the following performance levels (with awards between these designated performance levels determined by linear interpolation):

Fiscal 2014 PSU Potential Payouts

For Relative TSR Performance During Fiscal 2014-2016*

In addition to these standard equity awards, certain named executive officers received special equity awards during fiscal 2014:

More information concerning fiscal 2014 equity awards can be found below in the Summary Compensation Table, the Grants of Plan-Based Awards in Fiscal 2014 table, and the Outstanding Equity Awards at February 28, 2014 table.

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Named Executive Officer Awards – Fiscal 2015

In April 2014, the Committee determined that it was important to retain stock options, RSUs, and PSUs as significant elements of fiscal 2015 named executive officer compensation other than for the Chairman of the Board, who would continue to receive all of his equity in the form of stock options. The Committee decided that the value and allocation of these awards should be the same as for the standard fiscal 2014 awards (using a revised stock option award factor based on an updated Black-Scholes value). As a result, the Committee awarded stock options, RSUs, and PSUs for fiscal 2015 using the following methodology:

Fiscal 2015 Long-Term Equity-Based Incentive Award Methodology

The payout level, if any, of the fiscal 2015 PSUs will depend on our fiscal 2015-2017 TSR performance as compared to the companies in the S&P 500 Index. In addition, an executive must generally remain an employee until May 1, 2017 in order for these PSUs to vest.

With respect to fiscal 2015 equity awards, the Committee revised the terms of these awards in the following manner for all recipients, including the named executive officers:

These retirement provisions in our fiscal 2015 equity awards will apply only in the event a recipient remains an employee until November 1, 2014. The Committee made these changes to better align our practices with the market, to reduce the need to consider special vesting provisions in the case of key retirements, and to provide appropriate incentives and rewards to equity award recipients. The changes do not affect any pre-existing equity awards.

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

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ownership, we considered the length of an executive officer’s tenure. We allow individuals five years in which to reach the applicable ownership guideline. The 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, 2014, each of our named executive officers had either met his respective guideline or was within the five-year window for doing so.

Perquisites and 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

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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.”

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 at that time. This included our named executive officers except for Mr. Hackett. In approving the execution of these agreements, the Committee believed it appropriate to ensure that similarly situated executive officers had similar employment terms. During fiscal 2011, the Committee and its current independent compensation consultant conducted an in-depth review of these employment terms and market practices. Although the Committee’s consultant did not recommend any changes to the existing agreements with our named executive officers, the consultant recommended that we not include 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 in future agreements. The Committee and management agreed with these recommendations, and our June 2013 employment agreement with Mr. Hackett reflected these changes in his form of agreement. More information concerning the agreements with named executive officers 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 2014 are further 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 discussions, 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 2014 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 2014 (our fiscal year ended February 28, 2014) by our President and 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 2013 (our fiscal year ended February 28, 2013) and fiscal 2012 (our fiscal year ended February 29, 2012).

Summary Compensation Table

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Grants of Plan-Based Awards in Fiscal 2014