Molson Coors Beverage Company (TAP) Proxy filing summary

Voting matters and shareholder proposals

• Stockholders will vote on the election of 14 director nominees, an advisory say-on-pay vote for executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

• The Board recommends a vote FOR all director nominees, FOR the advisory vote on executive compensation, and FOR the ratification of PwC.

• Voting is open to holders of Class A and Class B common stock and exchangeable shares as of March 13, 2026, with detailed instructions for proxy voting by internet, phone, or mail.

Board of directors and corporate governance

• The Board consists of 14 nominees with diverse expertise in executive leadership, finance, technology, and international business; majority are independent.

• Recent refreshment efforts added eight new directors since May 2020, and a third-party Board effectiveness assessment was conducted in 2024-2025.

• The roles of Chair and CEO are separated, and the Board has robust self-assessment, orientation, and continuing education programs.

• Four standing committees (Audit, Compensation & HR, Finance, Governance) and a Technology Subcommittee oversee key areas, with all committee members meeting independence requirements.

• The Board and committees conduct annual self-assessments and actively engage with stockholders on governance and compensation matters.

Executive compensation and say-on-pay

• Executive compensation is based on a pay-for-performance philosophy, with a significant portion of NEO pay tied to short- and long-term performance metrics.

• 2025 short-term incentives (MCIP) were based on Underlying Income Before Income Taxes (50%), Underlying Free Cash Flow (20%), and Underlying Net Sales Revenue (30%).

• 2025 MCIP payouts were below target due to macroeconomic headwinds, with the enterprise payout at 6% of target.

• Long-term incentives include PSUs, RSUs, and stock options, with PSUs based on Cumulative Underlying Earnings Per Share and Relative TSR.

• CEO pay ratio for 2025 was 97:1, and a new CEO, Rahul Goyal, was appointed effective October 1, 2025.

• The Compensation & HR Committee adopted a global clawback policy and continues to consider stockholder feedback in compensation decisions.