Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

On May 19, 2022, the Board of Directors (the "Board") of Molson Coors Beverage Company (the "Company") approved an amendment and restatement of the bylaws of the Company (the "Amended Bylaws"), effective as of such date.

Among other matters, the Amended Bylaws (i) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, (ii) amend the existing forum selection bylaw to provide that the federal district courts of the United States of America shall be the exclusive forum for the resolution of claims under the Securities Act of 1933, as amended, (iii) clarify the power of the Board to postpone, reschedule or cancel any annual or special meeting of stockholders previously scheduled by the Board, (iv) adopt gender neutral pronoun designations and (v) make certain administrative, modernizing, clarifying and confirming changes. The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 18, 2022 in Golden, Colorado. The Company's stockholders voted on three proposals that are described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2022. Set forth below are the matters the stockholders voted on and the final voting results.





Proposal 1:



Votes of the Company's Class A and Class B common stock, respectively, regarding
the election of the persons named below as directors for a one-year term were as
follows:



   CLASS A DIRECTOR NOMINEE          For        Withheld     Broker Non-Votes
Julia M. Brown                    5,057,165       210             12,101
David S. Coors                    5,055,240      2,135            12,101
Peter H. Coors                    5,055,242      2,133            12,101
Mary Lynn Ferguson-McHugh         5,057,115       260             12,101
Gavin D.K. Hattersley             5,057,113       262             12,101
Andrew T. Molson                  5,055,286      2,089            12,101
Geoffrey E. Molson                5,055,242      2,133            12,101
Nessa O'Sullivan                  5,057,119       256             12,101
Louis Vachon                      5,057,066       309             12,101
Leroy J. Williams, Jr.            5,057,120       255             12,101
James "Sandy" A. Winnefeld, Jr.   5,057,072       303             12,101




CLASS B DIRECTOR NOMINEE       For          Withheld      Broker Non-Votes
Roger G. Eaton             163,010,961     6,170,817             -
Charles M. Herington       162,293,335     6,888,443             -
H. Sanford Riley           133,174,284     36,007,494            -




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Proposal 2:

Votes of the Company's Class A and Class B common stock, together as a single class, regarding the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:





    For        Against      Abstain     Broker Non-Votes
165,677,982   8,323,312     237,859          12,101




Proposal 3:

Votes of the Company's Class A common stock regarding the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows:





   For      Against     Abstain     Broker Non-Votes
5,069,310     166          0              N/A

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit                           Document Description
Number
          Fifth Amended and Restated Bylaws of Molson Coors Beverage Company,
  3.1   effective as of May 19, 2022.
        Cover Page Interactive Data File (embedded within the Inline XBRL
  104   document).




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