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Molson Coors Canada Inc. Proxy Solicitation & Information Statement 2018

Apr 5, 2018

45563_rns_2018-04-05_94dade04-ebeb-4d93-8ca3-95b0c005e6a1.pdf

Proxy Solicitation & Information Statement

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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

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12

(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):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

  • (2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  • (1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 23, 2018.

MOLSON COORS BREWING COMPANY

MOLSON COORS BREWING COMPANY 1801 CALIFORNIA STREET SUITE 4600 DENVER, CO 80202

Meeting Information

Meeting Type: Annual For holders as of: March 29, 2018 Date: May 23, 2018 Time: 11:00 a.m., Mountain Daylight Time Location: Ritz-Carlton Hotel 1881 Curtis Street Denver, Colorado 80202

You are receiving this communication because you hold shares in Molson Coors Brewing Company and/or Molson Coors Canada Inc.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the XXXX XXXX XXXX XXXX following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected]

  • If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.XXXX XXXX XXXX XXXX

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 9, 2018 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items for Holders of Class A Common Stock or Class A Exchangeable Shares

The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposals 2 and 3.

  1. Election of Directors

Nominees:

01) Peter H. Coors 07) Andrew T. Molson 02) Peter J. Coors 08) Geoffrey E. Molson 03) Betty K. DeVita 09) Iain J.G. Napier 04) Mary Lynn Ferguson-McHugh 10) Douglas D. Tough 05) Franklin W. Hobbs 11) Louis Vachon 06) Mark R. Hunter

  1. To approve, on an advisory basis, the compensation of our named executive officers (Say-on-Pay).

  2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

  3. To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

In their discretion, the proxies named herein (or either of them) are authorized to vote upon such other business as may properly come before the meeting.

SPECIAL VOTING INSTRUCTIONS
For Holders of Class A Exchangeable Shares of Molson Coors Canada Inc.

In order for AST Trust Company ("AST") to vote or cause to be voted at the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 23, 2018, all the voting rights related to the Class A Exchangeable Shares of Molson Coors Canada Inc. held of record by the stockholder at the close of business on March 29, 2018, Broadridge Financial Solutions, Inc. ("Broadridge," as agent for AST) must receive the stockholder's voting instructions via telephone, the Internet or mail, no later than 9:00 a.m. EDT on May 21, 2018 (the cut-off date).

Voting Items for Holders of Class B Common Stock or Class B Exchangeable Shares

The Board of Directors recommends a vote

"FOR" each of the director nominees listed and "FOR" Proposal 2.

  1. Election of Directors

  2. Nominees:

  3. 01) Roger G. Eaton

  4. 02) Charles M. Herington

  5. 03) H. Sanford Riley

  6. To approve, on an advisory basis, the compensation of our named executive officers (Say-on-Pay).

  7. To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

In their discretion, the proxies named herein (or either of them) are authorized to vote upon such other business as may properly come before the meeting.

SPECIAL VOTING INSTRUCTIONS For Holders of Class B Exchangeable Shares of Molson Coors Canada Inc.

In order for AST Trust Company ("AST") to vote or cause to be voted at the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 23, 2018, all the voting rights related to the Class B Exchangeable Shares of Molson Coors Canada Inc. held of record by the stockholder at the close of business on March 29, 2018, Broadridge Financial Solutions, Inc. ("Broadridge," as agent for AST) must receive the stockholder's voting instructions via telephone, the Internet or mail, no later than 9:00 a.m. EDT on May 21, 2018 (the cut-off date).

SPECIAL VOTING INSTRUCTIONS
For Holders of Class B Common Share Equivalents Held in the MillerCoors LLC Salaried Non-Union Employees' Retirement and Savings Plan

In order for Fidelity Management Trust Company (Fidelity), as trustee of the MillerCoors LLC Salaried Non-Union Employees' Retirement and Savings Plan (the Plan), to vote or cause to be voted at the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 23, 2018, all the voting rights related to the Class B Common Stock of Molson Coors Brewing Company, attributed to participants in the Plan at the close of business on March 29, 2018, Broadridge (as agent for Fidelity), must receive the stockholder's voting instructions via telephone, the Internet or mail, no later than 5:00 p.m. EDT on May 18, 2018 (the cut-off date).

* Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 23, 2018.

MOLSON COORS BREWING COMPANY

MOLSON COORS CANADA INC. 1801 CALIFORNIA STREET SUITE 4600 DENVER, CO 80202

Meeting Information

Meeting Type: Annual For holders as of: March 29, 2018 Date: May 23, 2018 Time: 11:00 a.m., Mountain Daylight Time Location: Ritz-Carlton Hotel 1881 Curtis Street Denver, Colorado 80202

You are receiving this communication because you hold shares in Molson Coors Brewing Company and/or Molson Coors Canada Inc.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K How to View Online:

Have the information that is printed in the box marked by the arrow (located on the XXXX XXXX XXXX XXXX following page) available and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected]

  • If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.XXXX XXXX XXXX XXXX

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 9, 2018 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items for Holders of Class A Common Stock or Class A Exchangeable Shares

The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposals 2 and 3.

  1. Election of Directors

Nominees:

01) Peter H. Coors 07) Andrew T. Molson 02) Peter J. Coors 08) Geoffrey E. Molson 03) Betty K. DeVita 09) Iain J.G. Napier 04) Mary Lynn Ferguson-McHugh 10) Douglas D. Tough 05) Franklin W. Hobbs 11) Louis Vachon 06) Mark R. Hunter

  1. To approve, on an advisory basis, the compensation of our named executive officers (Say-on-Pay).

  2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

  3. To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

In their discretion, the proxies named herein (or either of them) are authorized to vote upon such other business as may properly come before the meeting.

SPECIAL VOTING INSTRUCTIONS
For Holders of Class A Exchangeable Shares of Molson Coors Canada Inc.

In order for AST Trust Company ("AST") to vote or cause to be voted at the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 23, 2018, all the voting rights related to the Class A Exchangeable Shares of Molson Coors Canada Inc. held of record by the stockholder at the close of business on March 29, 2018, Broadridge Financial Solutions, Inc. ("Broadridge," as agent for AST) must receive the stockholder's voting instructions via telephone, the Internet or mail, no later than 9:00 a.m. EDT on May 21, 2018 (the cut-off date).

Voting Items for Holders of Class B Common Stock or Class B Exchangeable Shares

The Board of Directors recommends a vote "FOR" each of the director nominees listed and "FOR" Proposal 2.
  1. Election of Directors

Nominees:

  • 01) Roger G. Eaton

  • 02) Charles M. Herington

  • 03) H. Sanford Riley

  • To approve, on an advisory basis, the compensation of our named executive officers (Say-on-Pay).

  • To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

In their discretion, the proxies named herein (or either of them) are authorized to vote upon such other business as may properly come before the meeting.

SPECIAL VOTING INSTRUCTIONS For Holders of Class B Exchangeable Shares of Molson Coors Canada Inc.

In order for AST Trust Company ("AST") to vote or cause to be voted at the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 23, 2018, all the voting rights related to the Class B Exchangeable Shares of Molson Coors Canada Inc. held of record by the stockholder at the close of business on March 29, 2018, Broadridge Financial Solutions, Inc. ("Broadridge," as agent for AST) must receive the stockholder's voting instructions via telephone, the Internet or mail, no later than 9:00 a.m. EDT on May 21, 2018 (the cut-off date).

SPECIAL VOTING INSTRUCTIONS
For Holders of Class B Common Share Equivalents Held in the MillerCoors LLC Salaried Non-Union Employees' Retirement and Savings Plan

In order for Fidelity Management Trust Company (Fidelity), as trustee of the MillerCoors LLC Salaried Non-Union Employees' Retirement and Savings Plan (the Plan), to vote or cause to be voted at the Annual Meeting of Stockholders of Molson Coors Brewing Company to be held on May 23, 2018, all the voting rights related to the Class B Common Stock of Molson Coors Brewing Company, attributed to participants in the Plan at the close of business on March 29, 2018, Broadridge (as agent for Fidelity), must receive the stockholder's voting instructions via telephone, the Internet or mail, no later than 5:00 p.m. EDT on May 18, 2018 (the cut-off date).