Ownership Structure

The Molson Coors Brewing Company (NYSE: TAP) has a dual-class ownership structure. The majority of Class A shares are held directly and indirectly by the Molson and Coors families, and Class B shares are held by institutions and the general public. Class A shares hold the majority of voting rights, although Class B shareholders are entitled to elect three members of the Board of Directors as well as to vote on extraordinary transactions such as the sale or merger of the company or of a significant business unit.

Our bylaws grant the Board power to fix the number of directors, and it has currently set the number at 15. Class A shareholders elect 12 of the 15 members of the Board of Directors, with the remaining three directors elected by Class B shareholders. At this time, the Board has resolved to maintain one Class A director vacancy, which it does not currently plan to fill.

Because more than 50% of the voting power of Molson Coors is controlled by the Coors and Molson families, Molson Coors is defined as a “controlled company” under the NYSE listing standards. The listing standard permits controlled companies to rely on exemptions from certain corporate governance-related requirements, including the requirement that the board have a nominating committee composed entirely of independent directors with a written charter addressing matters specified by the NYSE. Molson Coors has elected to rely on this exemption. Accordingly, nominees for election to the Board are selected by the full Board, and by a Nominating Committee and nominating subcommittees established pursuant to the Molson Coors certificate of incorporation. The chart below illustrates how our directors are nominated and who is entitled to elect them:

For further information, please visit Eric Molson: A Generational Perspective.