Molson Coors Beverage : 2025 Supplemental Report - Proxy Statement

Published: 2025-04-25 18:18:29 ET TAP

Letter to Stockholders

Dear Fellow Molson Coors Beverage Company Stockholders,

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 14, 2025, at 8:00 a.m., Eastern Daylight Time, at the Marriott Montréal Château Champlain, 1050 Rue De la Gauchetière O, Montréal, QC H3B 4C9, Canada. Molson Coors Beverage Company (Molson Coors, Company, MCBC, we, us or our) traditionally alternates its annual meetings between its two principal executive offices in Montréal, Québec, and Golden, Colorado.

The attached 2025 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about our Company that you should consider when you vote your shares.

2024 - A Year of Progress(1)

It was another year of progress for Molson Coors. We continued to advance our strategy, again delivered strong bottom-line growth and cash flow, and returned approximately $1 billion to shareholders.

Our top-line declined 0.6%, on a constant currency basis, amid a challenging macro environment that contributed to a turbulent year for the beer industry. These results were better than our revised 2024 guidance, which had been reduced following softness in the U.S. beer industry during our peak selling season.

Geoffrey E. Molson

Chair David S. Coors

Vice Chair

With strong brands, a highly-cash generative business model, and a healthy balance sheet, we believe we can continue to invest in our business to achieve long-term financial growth and our strategic goals, while also returning cash to shareholders through a growing dividend and meaningful share repurchases.

Still, we delivered our third consecutive year of bottom-line growth. Supported by margin expansion, we achieved underlying income before income tax growth of 5.6%, on a constant currency basis, above the midpoint of our reaffirmed 2024 guidance. Coupling this performance with a lower underlying effective tax rate and incremental share repurchases, underlying diluted earnings per share grew even faster, up 9.8%, well exceeding 2024 guidance.

Operationally, we continued to support our key brands globally.

In the U.S., we retained a substantial portion of our sizeable share gains from 2023 and earned substantial levels of shelf space for our core power brands - Coors Light, Miller Lite and Coors Banquet.

In Canada, we achieved incredible growth broadly across all price segments of our portfolio. Coors Light was the number one light beer in Canada, and we continued to premiumize fueled by Miller Lite, one of the fastest growing above premium brands in the market, as well as our flavor portfolio.

(1) Please refer to our Annual Report on Form 10-K filed on February 18, 2025 for more information regarding our performance and financial results for the year ended December 31, 2024 and comparisons to prior periods. This letter refers to certain non-generally accepted accounting principles (GAAP) financial measures, including constant currency, underlying income before income tax; underlying effective tax rate, underlying earnings per share, net debt; and net debt to underlying earnings before interest, taxes, depreciation, and amortization (underlying EBITDA). See Annex A for definitions of these non-GAAP financial measures and reconciliations to the applicable most directly comparable GAAP measures.

And in EMEA & APAC, we continued to premiumize off a high base supported by one of our most successful innovations in decades, Madrí Excepcional.

Across the organization, we continued to refine our operations to remove lower-margin operations and complexity, which included the wind down and ultimate exit of the majority of our contract brewing volume by year end in the Americas and our regional craft business in the U.S. This allows us to increase focus and investment in areas that we expect will drive long-term sustainable, profitable growth.

Given the highly-cash generative nature of our business, we were able to deploy approximately $720 million in incurred capital primarily to support enhanced capabilities, productivity improvements and cost savings, including completing the modernization of our Golden Colorado brewery. And, under our string of pearls approach to M&A, we increased our investment in the energy drink ZOA to a majority stake, helping to advance our premiumization priorities and non-alcoholic beverages initiatives.

We also continued to further improve the health of our balance sheet. We reduced our net debt to underlying EBITDA ratio to 2.09, which remains in alignment with our long-term target of less than 2.5x.

Additionally, we returned significant cash to our shareholders. We again raised our dividend in 2024, increasing it by 7%, and executed our up to $2 billion share repurchase program at a rapid pace. Given both our enhanced financial flexibility and confidence in our outlook for the business, as of year-end we had already executed approximately 40% of this up to five-year plan since it was announced in October 2023.

As one of the world's largest global beverage companies, we have a long history of growing sustainably and during 2024 we continued to make progress against our sustainability goals. In 2024 we completed construction and began commissioning our G150 project to modernize our largest brewery in Golden, Colorado. The new equipment - from fermentation and maturation tanks to filtration and beer delivery systems - is expected be more efficient, cut down on beer loss, and reduce water and energy consumption. In 2024, the UK business similarly began a multi-year, $125 million plus modernization program that is aimed at improving brewing and packaging capability, increasing efficiency, and reducing energy consumption.

Looking Ahead - Confident in our Medium-Term Growth Algorithm

As we look ahead, we believe we have clear plans to accelerate our progress by further strengthening our core power brands and building on the premiumization successes in EMEA & APAC and Canada with expanded plans for the U.S. From targeted plans in beer for Peroni and the Blue Moon family to exciting new opportunities in beyond beer non-alcoholic beverages, including ZOA and our new strategic partnership with Fever-Tree, the world's leading supplier of premium carbonated mixers, we are continuing to change the shape of our portfolio to meet consumer needs.

As always, we would like to thank our over 16,000 dedicated employees, our valued partners, and our best-in-class and supportive customer network. Without them, none of this would be possible.

We look forward to welcoming you to the Annual Meeting and encourage you to review our proxy materials and the voting instructions on the following pages to ensure that your shares are represented. On behalf of all of us at Molson Coors, we thank you for your continued support.

Sincerely,

Geoffrey E. Molson

David S. Coors

Chair

Vice Chair

April 2, 2025

Special Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to, among other things, projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. In addition, statements that we make in this Proxy Statement that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "intend," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies," "implies," and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking and other statements in this Proxy Statement regarding our environmental and sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (SEC).

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I-Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Table of Contents

2025 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

PROXY SUMMARY

Overview of Voting Matters and Board

Recommendations

Corporate Governance Highlights Director Nominee Highlights

2024 Compensation Highlights

2 3 4 6

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Board Skills & Experience Matrix 2025 Nominees for Class A Directors 2025 Nominees for Class B Directors Position of Director Emeritus

Family Relationship Disclosure

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Responsibility

Board and Committee Governance Stockholder Engagement

Certain Governance Policies

27 30 43 44

DIRECTOR COMPENSATION

General

2024 Compensation

Director Stock Ownership Requirements Director Compensation Table

46 46 46 47

RELATED PERSON TRANSACTIONS

Approval of Related Person Transactions Certain Related Person Transactions

49 49

MANAGEMENT

Executive Officers

PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE

ADVISORY SAY-ON-PAY VOTE)

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Introduction Executive Summary

Executive Compensation Philosophy

Oversight of Executive Compensation Programs Components of Executive Compensation and 2024

54 55 57 60

Executive Pay Outcomes

Additional Information Regarding Executive Pay

61 69

COMPENSATION & HR COMMITTEE REPORT

EXECUTIVE COMPENSATION

Summary Compensation Table Grants of Plan Based Awards

72 74

Outstanding Equity Awards at Fiscal Year-End Option Exercises and Stock Vested

Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments Upon Termination or Change in

76 77 77 78

Control

Material Terms of Employment Agreements and Letters CEO Pay Ratio

80 82 82

PAY VERSUS PERFORMANCE

Financial Performance Measures

Analysis of the Information Presented in the Pay Versus

Performance Table

PROPOSAL NO. 3 - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE MOLSON COORS BEVERAGE COMPANY INCENTIVE COMPENSATION PLAN

Key Features of the Plan Summary of the Plan

Description of Certain Federal Income Tax

88 88

Consequences Under the Plan Plan Benefits

Aggregate Past Grants Under the Plan Equity Compensation Plan Information

93 94 95 95

PROPOSAL NO. 4 - RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025

Fees

Pre-Approval Policy Regarding Independent

Registered Public Accounting Firm Services

AUDIT COMMITTEE REPORT

Primary Responsibilities Audit Committee Report

98 98

BENEFICIAL OWNERSHIP

100

QUESTIONS AND ANSWERS

103

Proxy Materials and Voting Information Corporate Structure, Common Stock and Exchangeable Shares

Board Communications, Stockholder Proposals and

103 110

Company Documents

112

OTHER BUSINESS

114

ANNEX A

115

Use of Non-GAAP Measures

Reconciliation to Nearest U.S. GAAP Measures

115 116

APPENDIX A

119

Molson Coors Beverage Company Incentive Compensation Plan

20 Notice of Annual Meeting

25 of Stockholders

Time and Date

Place

Record Date

May 14, 2025

Marriott Montréal Château Champlain

March 21, 2025

8:00 a.m., Eastern

1050 Rue De la Gauchetière O,

Daylight Time

Montréal, QC H3B 4C9, Canada

The 2025 Annual Meeting of Stockholders (Annual Meeting) of Molson Coors Beverage Company (Company, MCBC, we, us or our) will be held for the following purposes:

Board Voting

Proposals Items of Business

Recommendations

To elect the 14 director nominees identified in the accompanying Proxy Statement.

Vote

each of the Nominees

To approve, in a non-binding advisory vote, the compensation of the named executive officers (NEOs).

To approve the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

And to transact such other business as may be brought properly before the Annual Meeting and any and all adjournments or postponements thereof.

Please Note: The Annual Meeting is expected to last less than 30 minutes.

Record Date

Stockholders of record at the close of business on March 21, 2025 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments or postponements thereof.

For a detailed description of our classes of stock and the exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly owned indirect subsidiary, please refer to the "Questions and Answers" section of this Proxy Statement.

The list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders for any purpose germane to the Annual Meeting, upon request, for the 10 days prior to the Annual Meeting at either of our principal executive offices located at P.O. Box 4030, BC555, Golden, Colorado 80401 USA and 111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, H3C 2M1 Canada.

Notice of Internet Availability of Proxy Materials

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting on or about April 2, 2025. The Notice of Internet Availability will explain how to access our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and how to vote.

Voting Your Shares

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, your vote is important to us. We urge you to review our proxy materials and promptly submit your proxy/voting instructions by telephone or via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting, even if you cannot personally attend.

Thank you for your interest in our Company. We look forward to seeing you at the Annual Meeting.

By order of our Board of Directors, Molson Coors Beverage Company

Dated: April 2, 2025

Natalie Maciolek

Chief Legal & Government Affairs Officer and Secretary

Proxy Statement

The Board of Directors (Board) of Molson Coors Beverage Company (Molson Coors, Company, MCBC, we, us or our) is furnishing this Proxy Statement in connection with the solicitation of proxies for use at the 2025 Annual Meeting of Stockholders (Annual Meeting), which will be held on May 14, 2025, at 8:00 a.m., Eastern Daylight Time, at the Marriott Montréal Château Champlain, 1050 Rue De la Gauchetière O, Montréal, QC H3B 4C9, Canada. The proxies may also be voted at any adjournments or postponements of the Annual Meeting.

We have dual principal executive offices located at P.O. Box 4030, BC555, Golden, Colorado 80401 USA and 111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, H3C 2M1 Canada (Principal Executive Offices).

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting, containing instructions on how to access our proxy materials and vote, on or about April 2, 2025.

Advance Voting Methods

Even if you plan to attend the Annual Meeting, please vote right away using one of the following voting methods (see the "Questions and Answers" section of this Proxy Statement for additional details). Make sure to have your proxy/voting instruction card in hand and follow the instructions.

You can vote in advance in one of the following three ways:

VIA THE INTERNET

BY TELEPHONE

BY MAIL

Visit the website listed on your

Call the telephone number listed on your

Sign, date and return your

proxy/voting instruction card

proxy/voting instruction card in

the enclosed envelope

All properly executed proxies delivered by mail, and all properly completed proxies submitted via the Internet or by telephone that are delivered pursuant to this solicitation, will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is properly revoked prior to completion of voting at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2025

The Notice of Annual Meeting, this Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (Annual Report) are available atwww.proxyvote.com.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Overview of Voting Matters and Board Recommendations

Proposals Items of Business

Recommendation Page of Proxy

Election of 14 director nominees (Proposal No. 1)

all director nominees

Advisory approval of named executive officer (NEO) compensation (Proposal No. 2)

Approval of amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan (Proposal No. 3)

Ratification of appointment of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 4)

2 |

PROXY SUMMARY

Corporate Governance Highlights - Page 27

We are committed to strong corporate governance, sustainability and the accountability of our Board and our senior management team to our stockholders. Highlights of our corporate governance program include:

Recent Board refreshment efforts, in part as a result of stockholder dialogue, which has resulted in six new directors since May 2020, assuming Mr. Cocks is elected at the Annual Meeting and not including Peter J. Coors' previous service on the Board

Third party Board effectiveness assessment conducted in 2024-2025, and regular discussions and feedback aimed at enhancing Board and committee effectiveness

Separation of our Chief Executive Officer (CEO)

and Board Chair positions

Active stockholder engagement

Robust director orientation and continuing education programs

Annual advisory vote by Class A and Class B stockholders, voting together as a single class, to approve the compensation of our named executive officers (NEOs)

Independent Audit, Compensation and Human

Resources (Compensation & HR) and Finance committees

Independent director member of the Governance Committee (the

Independent Governance Committee Member) chairs regular executive sessions of the independent directors, conducts one-on-one meetings with all directors to gather feedback on the Board's performance and effectiveness, and reviews and approves Board and committee agendas with the Board's Chair and Vice ChairRegular Board and committee review of our significant sustainability, corporate citizenship, social responsibility, environmental matters, and public policy issues

Ongoing review and annual assessment of Board composition and refreshment matters

Significant director and executive officer stock ownership requirements

Strong anti-pledging policy and prohibition on hedging and short sales

Annual election of all directors

Majority independent Board

Disclaimer

Molson Coors Beverage Company published this content on April 25, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 25, 2025 at 22:16 UTC.