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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.           )

 

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QUESTIONS AND ANSWERS

The outstanding classes of our voting securities include our Class A common stock, par value $0.01 per share (Class A common stock), and Class B common stock, par value $0.01 per share (Class B common stock).

In addition, we have outstanding Special Class A voting stock, par value $0.01 per share (Special Class A stock), and Special Class B voting stock, par value $0.01 per share (Special Class B stock), through which the holders of Class A exchangeable shares and Class B exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and a wholly-owned, indirect subsidiary of the Company (Exchangeco), may exercise their voting rights with respect to Molson Coors.

Each holder of record of the Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares is entitled to one vote for each share held, without the ability to cumulate votes on the election of directors.

For more details regarding our various classes of stock, please refer to page 11.

At the close of business on April 7, 2014, the record date for the Annual Meeting, there were outstanding 2,556,894 shares of Class A common stock, and 160,388,597 shares of Class B common stock, 1 share of Special Class A stock (representing 2,896,939 Class A exchangeable shares) and 1 share of Special Class B stock (representing 18,904,350 Class B exchangeable shares).

Only stockholders of record at the close of business on April 7, 2014, are entitled to vote at the Annual Meeting.

The record date for the Annual Meeting is April 7, 2014 (the Record Date). The Record Date is established by the Board as required by the Delaware General Corporation Law, as amended (the DGCL), and the Company's bylaws (the Bylaws). Owners of record of Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares at the close of business on the Record Date are entitled to:

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At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 13 nominees named in the Proxy Statement.

Stockholders of record. If your shares are registered directly in your name through either Computershare Trust Company, N.A. (Computershare), for the Class A common stock or the Class B common stock, or CST Trust Company (CST) as administrative agent for CIBC Mellon Trust Company (CIBC Mellon), for the exchangeable shares, you are considered a stockholder of record with respect to those shares.

Beneficial owners. If your shares are held in a brokerage account or bank, you are considered a "beneficial owner" of those shares.

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Written Proxy/Voting Instruction Form. All stockholders of record can vote by written proxy/voting instruction card. If you are a beneficial owner, you will receive a written proxy/voting instruction card from your bank, broker or other nominee (Broker).

By Telephone or via the Internet. All stockholders of record may also submit a proxy/voting instruction card by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or via the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may submit a proxy/voting instruction card by telephone or via the Internet if their Broker makes those methods available, in which case the Broker will enclose the instructions with the proxy materials. The telephone and Internet proxy/voting instruction procedures are designed to authenticate stockholders' identities, to allow stockholders to submit a proxy/voting instruction card for their shares and to confirm that their instructions have been recorded properly.

In Person. All stockholders of record of Class A common stock and Class B common stock may vote in person at the Annual Meeting. Beneficial owners of Class A common stock and Class B common stock may vote in person at the Annual Meeting if they have a legal proxy, as described in the response to Question 8.

Holders of Class A or Class B common stock can revoke their proxy prior to the completion of voting at the Annual Meeting by:

Holders of Class A or Class B exchangeable shares can revoke their voting instructions by delivering subsequent voting instructions via the Internet, by telephone or by mail no later than 11:59 pm Eastern Daylight Time (EDT) on May 30, 2014.

You should ask your Broker to furnish you with a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares at the Annual Meeting without a legal proxy. Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf. If you do not receive the legal proxy

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in time, you can follow the procedures described in the response to Question 14 to gain admission to the Annual Meeting. However, you will not be able to vote your shares at the Annual Meeting.

We have been advised by MillerCoors LLC (MillerCoors), the Company's joint venture with SABMiller plc, that according to the trust agreement concerning the MillerCoors Savings and Investment Plan (the MillerCoors Plan), employees holding Molson Coors shares in their retirement plans are entitled to receive proxy materials and vote at the Annual Meeting. If you participate in the MillerCoors Plan, you may give voting instructions for the number of shares of common stock equivalent to the interest in Molson Coors common stock credited to your account as of the Record Date. You may provide voting instructions to Fidelity Management Trust Company, as trustee, through its agent, Broadridge Financial Services (Broadridge), by completing and returning the proxy card accompanying your proxy materials. The trustee will vote your shares in accordance with your duly executed instructions that must be received no later than 5:00 p.m. EDT on May 30, 2014.

If you do not send instructions to Broadridge, then the trustee will vote shares credited to your account in the same proportion on each issue as it votes those shares credited to the accounts of other employees holding Molson Coors shares in the MillerCoors Plan for which it has received voting instructions. You may revoke previously given voting instructions prior to 5:00 p.m. EDT on May 30, 2014, by submitting to Broadridge a properly completed and signed proxy card bearing a later date.

Stockholders of record should specify their choice for each matter on the enclosed proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

If other matters properly come before the meeting, the proxy holders will have the authority to vote on those matters for you at their discretion.

If you are a beneficial owner and your shares are held in "street name," you must provide voting instructions to your Broker by the deadline provided in the materials you receive from your Broker. If you do not provide voting instructions to your Broker, whether your shares can be voted by such person depends on the type of item being considered for election. Your Broker is bound by the rules of the New York Stock Exchange (NYSE) regarding whether or not it can exercise discretionary voting power for any particular proposal.

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Non-Discretionary Items. The election of directors and the advisory say on pay vote are non-discretionary items and may not be voted on by Brokers who have not received specific voting instructions from beneficial owners of Class A common stock and Class B common stock, as applicable.

Discretionary Items. The ratification of the appointment of PwC is a discretionary item. Generally, Brokers that do not receive voting instructions from beneficial owners of Class A common stock may vote on this proposal in their discretion.

Beneficial Holders of Exchangeable Shares. If you are a beneficial owner of exchangeable shares and do not provide CIBC Mellon with voting instructions, your shares will not be voted on any matter.

The table below sets forth each proposal on the ballot, whether a Broker can exercise discretion and vote your shares absent your instructions.

Abstentions and Broker non-votes are included in determining whether a quorum is present, but will not be included in votes cast, so they will not affect the outcome of the vote on the election of directors, the advisory proposal to approve say on pay or the ratification of the appointment of PwC as independent auditors.

The Notice of Annual Meeting, Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (Annual Report or Form 10-K) are available at www.proxyvote.com. Instead of receiving future copies of these documents by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Stockholders of Record. If you submit proxy/voting instructions via the Internet (www.proxyvote.com), simply follow the prompts for enrolling in the electronic proxy delivery service.

Beneficial Owners. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information

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provided in the proxy materials mailed to you by your Broker regarding the availability of this service.

As a stockholder of record. You will be asked to present photo identification, such as a driver's license, in order for Molson Coors to verify your ownership of shares. If you vote prior to the Annual Meeting, you should indicate your planned attendance at the Annual Meeting when you submit your proxy/voting instruction card.

As a beneficial owner. Please bring the notice or voting instruction form you received from your Broker, as well as photo identification, for admission to the Annual Meeting. You also may bring your brokerage statement reflecting your ownership as of the Record Date. Please note that upon admittance to the Annual Meeting, you will not be able to vote your shares at the Annual Meeting without a legal proxy, as described in the response to Question 8.

Important Note: Cameras, sound or video recording equipment, cellular telephones, blackberries or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting.

The Company has engaged Georgeson Inc. to assist with the solicitation of proxies for a fee of $7,500, plus expenses. The Company will bear all expenses incurred in connection with the solicitation of proxies. The Company will reimburse Brokers, fiduciaries and custodians for their costs in forwarding proxy materials to the beneficial owners of record of common stock and/or exchangeable shares. The Company's directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any compensation for these activities.

You can listen to a live audio-cast of the Annual Meeting by visiting our website at www.molsoncoors.com (the Company Website), click on "Investors," click on "Past Events and Presentations" and click on the link to the audio-cast. An archived copy of the audio-cast will be available until July 31, 2014. We have included the Company Website address for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement.

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The SEC allows us to deliver a single Notice of Internet Availability of Proxy Materials and a single set of proxy materials to an address shared by two or more of our stockholders. This delivery method, referred to as "householding," can result in significant cost savings for the Company. As a result, stockholders who share the same address and hold some or all of their shares of common stock through a Broker may receive only one copy of the Notice of Internet Availability of Proxy Materials, or upon request, the proxy materials, as the case may be, unless we have received contrary instructions from one or more of the stockholders at that address. Certain Brokers have procedures in place to discontinue duplicate mailings to stockholders sharing an address. Beneficial owners that desire to eliminate duplicate mailings, or request to receive multiple copies if a single copy is being received, should contact their Broker for more information, and stockholders of record should submit their request by contacting Broadridge, Householding Department, 51 Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061. Upon written request, a separate copy of the proxy materials will be promptly delivered to any beneficial holder at a shared address to which a single copy of the proxy materials was delivered.

Generally. Under the terms of the Company's Amended and Restated Certificate of Incorporation (as amended, the Restated Certificate of Incorporation), the Class A common stock and the Class B common stock are identical in all respects except with respect to the voting rights of these shares and as otherwise provided in the Restated Certificate of Incorporation. The Class A common stock and Class B common stock are traded on the NYSE under the symbols TAP.A and TAP, respectively.

Class B Holder Voting Rights. The holders of the Class B common stock and the Special Class B stock (as instructed by the holders of the Class B exchangeable shares)(collectively the Class B Holders) may vote with respect to the following: (i) any matter required by the DGCL; (ii) for the election of up to three Class B directors, and (iii) as provided in the Restated Certificate of Incorporation, including on a non-binding advisory basis on say on pay and on those items described below. In all other cases, the right to vote is vested exclusively with the holders of the Class A common stock and the Special Class A stock (as instructed by the holders of Class A exchangeable shares)(collectively the Class A Holders).

Under the Restated Certificate of Incorporation, the Class A Holders and Class B Holders shall have the right to vote, as separate classes and not jointly, on:

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any merger that requires stockholder approval under the DGCL;



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any sale of all or substantially all of the Company's assets, other than to a related party;



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any proposal to dissolve the Company or any proposal to revoke the dissolution of the Company; or

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any amendment to the Restated Certificate of Incorporation that requires stockholder approval under the Restated Certificate of Incorporation or the DGCL and that would:



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increase or decrease the aggregate number of the authorized shares of Class B common stock;



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change the rights of any shares of Class B common stock;



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change the shares of all or part of Class B common stock into a different number of shares of the same class;



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increase the rights of any other class that is equal or superior to Class B common stock with respect to distribution or dissolution rights (a co-equal class);



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create any new co-equal class;



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other than pursuant to the Restated Certificate of Incorporation, exchange or reclassify any shares of Class B common stock into shares of another class, or exchange, reclassify or create the right of exchange of any shares of another class into shares of Class B common stock; or



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limit or deny existing preemptive rights of, or cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on, any shares of Class B common stock.

Annual Advisory Say on Pay Vote. In addition, the Class A Holders and Class B Holders, voting together as a single class, are entitled to vote to approve on a non-binding, advisory basis the compensation of the Company's named executive officers (NEOs).

Director Elections.

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The Class A Holders, voting together as a single class, are entitled to elect twelve of the fifteen directors, although there are two vacancies, one of which the Nominating Committee is in the process of identifying a candidate to fill and the other the Board does not currently plan to fill; and



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The Class B Holders, voting together as a single class, are entitled to elect three of the fifteen directors.

The Class A exchangeable shares and Class B exchangeable shares are shares of common stock in Exchangeco. They are publicly traded on the Toronto Stock Exchange under the symbols TPX.A and TPX.B, respectively.

These shares are intended to be substantially the economic equivalent of the corresponding class of Molson Coors common stock.

The Special Class A stock and the Special Class B stock in the Company provide the mechanism for holders of Class A exchangeable shares and Class B exchangeable shares to vote with the Class A common stock and the Class B common stock, respectively.

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The Special Class A stock and Special Class B stock are entitled to one vote for each outstanding Class A exchangeable share and Class B exchangeable share, respectively, excluding shares held by Molson Coors or its subsidiaries, and generally vote together with the Class A common stock and Class B common stock, respectively, on all matters on which the Class A common stock and Class B common stock are entitled to vote.

The Special Class A stock and Class B stock are subject to a voting trust arrangement. The trustee holder of the Special Class A stock and the Special Class B stock has the right to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, other than Molson Coors or its subsidiaries, respectively, on the Record Date.

The exchangeable shares are non-voting (except as required by the provisions attached to the exchangeable shares or by applicable law) with respect to Exchangeco. Therefore, this Proxy Statement and the proxy solicitation materials relate solely to the Company. There will not be a separate annual meeting of Exchangeco. You will not receive a notice of an annual meeting of the stockholders of Exchangeco, nor will you receive an information circular or proxy for an annual meeting of the stockholders of Exchangeco.

Because the value of the exchangeable shares, determined through dividend and dissolution entitlements and capital appreciation, is determined by reference to the consolidated financial performance and condition of the Company rather than Exchangeco, information regarding Exchangeco (otherwise than as included in our public disclosure and consolidated financial statements) is not relevant to holders of exchangeable shares.

Holders of exchangeable shares effectively have a participating interest in the Company and not a participating interest in Exchangeco. It is, therefore, the information relating to the Company that is directly relevant to the holders of exchangeable shares voting in connection with the matters to be transacted at the Annual Meeting.

Holders of exchangeable shares (other than Molson Coors or its subsidiaries) are entitled to vote at annual meetings of holders of the corresponding classes of Molson Coors common stock through a voting trust arrangement. If you hold Class A exchangeable shares and/or Class B exchangeable shares as of the Record Date, you may provide voting instructions to CIBC Mellon, as trustee, although your voting instructions must be received no later than 11:59 p.m. EDT on May 30, 2014. If you do not send instructions by this deadline, the trustee will not be able to vote your Class A exchangeable shares and/or Class B exchangeable shares. You may revoke previously given voting instructions by delivering subsequent voting instructions by mail, via the Internet or by telephone, but under no circumstance, later than 11:59 p.m. EDT on May 30, 2014.

Important Note: Holders of exchangeable shares cannot vote in person at the Annual Meeting.

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Stockholders and other interested parties may communicate directly with the Chairman of the Board, Chairman of the Audit Committee, any individual director or the non-employee directors as a group by writing to those individuals or the group at the following address: Molson Coors Brewing Company, c/o Corporate Secretary, 1225 17th Street, Suite 3200, Denver, Colorado 80202. Correspondence received by the Corporate Secretary will be forwarded to the appropriate person or persons in accordance with the procedures adopted by a majority of the independent directors of the Board.

To be eligible for inclusion in Molson Coors' Proxy Statement for the 2015 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the Exchange Act), stockholder proposals must be received by Molson Coors at its Principal Executive Offices by the close of business EDT on December 19, 2014, unless the date of the 2015 Annual Meeting of Stockholders is more than 30 days before or after June 4, 2015, in which case the proposal must be received a reasonable time before we begin to print and send our proxy materials. Under Rule 14a-8 of the Exchange Act, a stockholder submitting a proposal to be included in the Company's Proxy Statement is required to be a record or beneficial owner of at least 1% or $2,000 in market value of the Company's securities and must have held such securities continuously for at least one year prior to the date of submission of the proposal, and he or she must continue to own such securities through the date on which the meeting is held.

For proposals not intended to be included in the Proxy Statement or nominations of persons to stand for election to the Board, the Bylaws require that such stockholder must be entitled to vote at the Annual Meeting and must have given timely notice of the stockholder proposal or director nomination in writing to the Corporate Secretary of the Company, and such business must be a proper matter for action by holders of the class of stock held by such stockholder. Failure to deliver a proposal or director nomination in accordance with the procedures discussed below and in the Bylaws may result in the proposal or director nomination not being deemed timely received. To be timely, notice of a director nomination or any other business for consideration at the stockholders' meeting must be received by our Corporate Secretary at the Principal Executive Office no less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. To be timely for the 2015 Annual Meeting of Stockholders, a stockholder's notice shall have been delivered to the Corporate Secretary at the Principal Executive Office no earlier than February 4, 2015, and no later than March 6, 2015, and must include the information required by Section 1.9.2 of the Bylaws.

Our current Corporate Governance Guidelines, Code of Business Conduct, Restated Certificate of Incorporation, Bylaws and written charters for the Audit, Nominating, Compensation and Finance Committees are posted on the Company Website. Stockholders may also request a free copy of

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these documents from: Molson Coors Brewing Company, c/o Stockholder Services, 1225 17th Street, Suite 3200, Denver, Colorado 80202.

You can request to receive a copy of our Form 10-K at no charge. Send your written requests to our Corporate Secretary at 1225 17th Street, Suite 3200, Denver, Colorado 80202. The exhibits to the Form 10-K are available upon payment of charges that approximate our cost of reproduction.

You can also obtain copies of the Form 10-K and exhibits, as well as other filings we make with the SEC, on the Company Website, at www.proxyvote.com or on the SEC's website at www.sec.gov.

The Company will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and the Annual Report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder preferring to receive his or her own set of the Notice of Internet Availability of Proxy Materials and/or proxy materials now or in the future, should contact Broadridge, Householding Department, 51 Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061. However, please note that any stockholder who wishes to receive a paper or email copy of the proxy materials for purposes of voting at this year's Annual Meeting should follow the instructions included in the Notice of Internet Availability that was sent to the stockholder.

The Company will announce the preliminary voting results at the Annual Meeting. The Company will report the final results on the Company Website and in a Current Report on Form 8-K that it files with the SEC.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our Bylaws provide for the annual election of directors. The Board has currently set the number of directors at 15, consisting of 12 Class A directors and 3 Class B directors. However, for purposes of this Annual Meeting, thirteen directors are being nominated for election at the Annual Meeting, each to serve until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified. The 13 nominees consist of:

On February 27, 2014, Dr. Francesco Bellini informed the Corporate Secretary and the Board that he did not intend to stand for re-election to the Board at the Annual Meeting. Dr. Bellini's decision not to stand for re-election was not a result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. The Nominating Committee is in the process of identifying a candidate to fill the Class A vacancy created by Dr. Bellini's decision not to stand for re-election, and the Board does not currently plan to fill the remaining Class A vacancy.

At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 13 nominees named in the Proxy Statement.

The following table sets forth certain biographical information regarding each director, including a summary description of each individual's particular knowledge, qualifications or areas of expertise considered for nomination to the Company's Board. For more information on the nomination of our Class A directors and Class B directors, please refer to "Nomination of Directors" beginning on page 30.

Each of the directors has consented to serve if elected. If any of them becomes unavailable to serve as a director, a substitute nominee may be designated in accordance with the Company's Restated Certificate of Incorporation and its Bylaws. In that case, the persons named as proxies will vote for the substitute nominees designated in accordance with the Company's Restated Certificate of Incorporation and its Bylaws.

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Since May 2009, Eric H. Molson, formerly Chairman of the Board of Molson Coors, has served as a Director Emeritus of the Company. Since June 2012, Bill Coors has served as a Director Emeritus of the Company. Messrs. Molson and Coors provide consulting and advisory services to the Board as requested and may be invited to attend meetings of the Board on a non-voting basis.

Peter H. Coors and Christien Coors Ficeli are father and daughter; and Andrew T. Molson and Geoffrey E. Molson are brothers. Eric H. Molson, father of Andrew T. and Geoffrey E. Molson, is a Director Emeritus, and Bill Coors, uncle of Peter H. Coors and great uncle of Christien Coors Ficeli, is also a Director Emeritus.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Molson Coors is committed to strong corporate governance, corporate responsibility and the accountability of our Board and our senior management team to the Company's stockholders. Molson Coors is principally a holding company and its operating segments are Molson Coors Canada (Molson Coors Canada); Molson Coors Europe (Molson Coors Europe), operating in Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia, and Slovakia (Central Europe) and United Kingdom and the Republic of Ireland (MCBC UK); Molson Coors International (MCI), operating in various other countries; and MillerCoors, operating as a joint venture in the U.S. The Board is elected by the stockholders annually to oversee their interests in the long-term success of the Company and its operating segments. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged with conducting the business of the Company.

Corporate Responsibility

Corporate responsibility is integral to our business strategy and includes our commitments to focus on material issues regarding governance, ethics, alcohol responsibility, environmental sustainability, sustainable sourcing and investments in our people and communities.

In September 2013, Molson Coors was named as the global beverage sector leader on the Dow Jones Sustainability World Index for the second consecutive year. The Company was also listed on the Dow Jones Sustainability Index for North America for the third consecutive year. Of the 140 companies that achieved listing on this year's North America Index, Molson Coors is one of only eight companies included in the Food and Beverage category and joins only 14 other food and beverage companies on the World Index.

Molson Coors is focused on continuing to improve "Our Beer Print," our corporate responsibility strategy, which recognizes the Company's impacts on its communities, people and the environment. These efforts have positively affected the Company's bottom line.

More information, including policies, targets, performance indicators and the Company's 2013 Corporate Responsibility Report is available at www.OurBeerPrint.com. The information contained on the Company Website and www.OurBeerPrint.com are not incorporated by reference into this Proxy Statement.

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Corporate Governance Guidelines

The Board has adopted the Board of Directors Charter and Corporate Governance Guidelines (Corporate Governance Guidelines) to promote the effective governance of the Company and proper functioning of the Board and its committees. It sets forth a common set of expectations as to how the Board should function. The Corporate Governance Guidelines provide, among other things, guidance on the composition of the Board, the criteria to be used in selecting director nominees, retirement of directors, expectations by Molson Coors of its directors and evaluation of board performance. The Board regularly reviews developments in corporate governance to respond to these new developments as necessary and appropriate. The Corporate Governance Guidelines are available on the Company Website.

Code of Business Conduct

All of our directors and employees, including our CEO, Chief Financial Officer and other senior financial officers, are bound by our Code of Business Conduct, which complies with the requirements of the NYSE and the SEC to ensure that the business of Molson Coors is conducted in a legal and ethical manner. The Code of Business Conduct covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. Our Code of Business Conduct is available on the Company Website. We will disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on the Company Website within four business days following the date of such amendment or waiver.

The Company separates the roles of Chairman of the Board and CEO pursuant to its Bylaws. According to the Company's Bylaws, the Chairman of the Board is appointed by the Class A-C nominating subcommittee, or the Class A-M nominating subcommittee, alternating on a biennial basis. Peter H. Coors was appointed Chairman of the Board by the Class A-C nominating subcommittee effective May 2013, and he will serve in this position until the 2015 Annual Meeting of Stockholders. The Class A-M nominating subcommittee has the right to appoint the Chairman of the Board following the 2015 Annual Meeting of Stockholders to serve until the 2017 Annual Meeting of Stockholders.

As set forth in the Bylaws, the Board has the power to fix the number of directors by resolution. The Board has currently set the number of directors at 15, consisting of 12 Class A directors and 3 Class B directors. However, for purposes of this Annual Meeting, only 13 directors are being nominated for election. There will be two Class A director vacancies. The Nominating Committee (the Nominating Committee) is in the process of identifying a candidate to fill one vacancy, but the Board does not currently plan to fill the other vacancy. Our Restated Certificate of Incorporation and Bylaws provide that the Board may change the size of the Board by vote of at least two-thirds of the authorized number of directors (including vacancies), provided that any decrease in the number

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of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A stock, voting together as a class.

The Board is responsible for overseeing the implementation of appropriate systems to manage the principal risks of the Company's business, and shares oversight and monitoring of the Company's enterprise risk management program with the Audit Committee. The Audit Committee reviews the risks, actions and progress annually and the full Board annually reviews the risk program. The Audit Committee also oversees management of the Company's major financial risks and its procedures for monitoring and controlling these risks. The Audit Committee regularly reports on risk assessment to the Board.

The Compensation and Human Resources Committee (the Compensation Committee) oversees risks relating to our compensation policies and practices, and regularly assesses our performance criteria and targets established under executive compensation programs to ensure they do not provide an incentive for executives to take excessive or unnecessary risks. The Compensation Committee reports to the Board when appropriate. The Compensation Committee believes that the Company has no compensation policies or programs that give rise to risks reasonably likely to have a material adverse effect on the Company.

In addition to committee reports, the Board receives regular reports from the Company's management on the Company's most material risks and the degree of its exposure to those risks, as well as regular presentations on those risks at Board meetings.

The Board believes its leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the non-management directors, including with respect to risk oversight.

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As a "controlled company" under the listing standards of the NYSE, we are not required to have a nominating committee comprised solely of independent directors. Nominees for election to the Board will be selected by the full Board, the full Nominating Committee or a nominating subcommittee as follows:

Coors Directors and Molson Directors

The Class A-C nominating subcommittee fills vacancies caused by the removal, resignation, retirement or death of a Coors Director and fills newly created seats designated to be filled by Coors Directors.

The Class A-M nominating subcommittee fills vacancies caused by the removal, resignation, retirement or death of a Molson Director and fills newly created seats designated to be filled by Molson Directors.

The Class A-C nominating subcommittee and the Class A-M nominating subcommittee each cease to have the power to make nominations and fill vacancies if the Coors Trust and certain Coors family stockholders, in the case of the Class A-C nominating subcommittee, or Pentland and certain Molson family stockholders, in the case of the Class A-M nominating subcommittees, fall below certain ownership thresholds specified in the Company's Restated Certificate of Incorporation. The required thresholds are all currently satisfied.

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As a result of the decision of one of the incumbent Molson Directors not to stand for re-election prior to the Annual Meeting, the Class A-M nominating subcommittee has nominated only four candidates to stand for election by holders of the Class A common stock and Special Class A stock. The Class A-M nominating subcommittee is currently in the process of identifying a candidate to fill this vacancy.

Other Class A Directors

The Nominating Committee fills vacancies caused by the removal, resignation, retirement or death of a Class A director who is not a Coors Director or Molson Director. Any person elected by the Nominating Committee must meet the requirements outlined above.

Class B Directors

The Board fills vacancies caused by the removal, resignation, retirement or death of the any of the Class B directors. Any person elected by the Board must meet the requirements outlined above.

The Board, Nominating Committee or a nominating subcommittee, as applicable, assesses any director nominees by taking into account a variety of factors including, but not limited to, the individual's:

ü

personal qualities and characteristics, accomplishments and reputation in the business community;

ü

current knowledge and contacts in the communities in which the Company does business and in the Company's industry or other industries relevant to the Company's business;

ü

ability and willingness to commit adequate time to the Board and committee matters;

ü

skills, personality and their fit with other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company;

ü

diversity of opinion, personal and professional background and experience; and

ü

skills and experience that corresponds with the perceived needs of the Company, the Board and its respective committees at the time.

The Nominating Committee or a nominating subcommittee, as applicable, ultimately recommends nominees that it believes will enhance the Board's ability to effectively manage and direct the affairs and business of the Company. Potential director nominees may come to the attention of the Company through management, current Board members or stockholders. From time to time, the Board uses third party search firms to identify and/or evaluate potential nominees.

We will consider and evaluate a director candidate recommended by a stockholder in the same manner as candidates from other sources. Stockholders wishing to recommend a director candidate to serve on the Board as a director may do so by providing advance written notice to the Company following the procedures set forth under "How do I submit a proposal for action at the 2015 Annual Meeting of Stockholders?" on page 14. Any such recommendation must be accompanied by the information specified in Section 1.9.2 of our Bylaws.

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Although, as a "controlled company," we are not required to have a majority of independent directors, under NYSE listing standards, our Restated Certificate of Incorporation contains provisions intended to ensure that at all times a majority of the directors will be independent.

Our Restated Certificate of Incorporation defines an independent director as any director who is independent of management and is free from any interest and any business or other relationship (other than interests or relationships arising from ownership of shares of Molson Coors stock) which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the Company. Additionally, the Company has adopted Director Independence Standards which are set forth on Appendix A (the Director Independence Standards).

At its meeting held on February 27, 2014, the Board affirmatively determined that each of the following directors is independent under the listing standards of the NYSE and the Company's Director Independence Standards:

None of the directors who were determined to be independent had any relationships that were outside the categorical standards listed in the Director Independence Standards.

The Board generally holds executive sessions of its non-employee directors at each regularly scheduled meeting. The chairmanship of these executive sessions rotates among the non-employee directors. In addition, the independent directors meet in executive sessions at each regularly scheduled Board meeting. The chairmanship of these executive sessions rotates among the independent directors.

Under our Insider Trading Policy, directors, executive officers, including our NEOs and other employees, are prohibited from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the individual's securities holdings in the Company.

These individuals are also prohibited from engaging in short sales related to Company's common stock.

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As the Board is elected by the stockholders to oversee their interests in the long-term success of the Company, we believe that it is essential to actively engage with our stockholders. The Company regularly engages with our stockholders during the year to get their feedback about our governance policies, compensation practices and other matters of importance.

In addition, we have provided several avenues that allow for stockholders to engage with the Board including: the annual election of directors, the ability to attend the Annual Meeting, the annual advisory vote to approve executive compensation, the ability to submit stockholder proposals and the ability to directly communicate with the Board.

The Board held 6 meetings during in 2013. All directors attended 75% or more of the aggregate meetings of the Board and the committees on which they served during 2013. The directors are encouraged to attend the Annual Meeting. Thirteen of the fourteen directors attended the 2013 Annual Meeting of Stockholders.

The Board currently has four separately designated standing committees: the Audit Committee, the Compensation Committee, the Finance Committee and the Nominating Committee (collectively, the Board Committees). In addition to the four standing committees, the Board may from time to time establish additional committees. Each committee has a written charter that is available at the Company Website.

The following table describes the current members of each of our Board Committees. Other than the Nominating Committee, each member is considered an independent director pursuant to the Company's Director Independence Standards and the Company's Restated Certificate of Incorporation. For a further discussion regarding director independence, see "Director Independence" beginning on page 32.

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Audit Committee

Primary Responsibility. Under the terms of its charter, the Audit Committee assists and represents the Board in overseeing:

ü

the integrity of the Company's financial reporting process and the Company's financial statements;

ü

the Company's compliance with legal and regulatory requirements, and its ethics and compliance program, including the Code of Business Conduct;

ü

the Company's systems of internal control over financial reporting and disclosure controls and procedures;

ü

the Company's internal audit function; and

ü

the qualifications, engagement, compensation, independence and performance of the Company's independent auditors, their conduct of the annual audit and their engagement for any lawful purposes.

The Audit Committee will also review and discuss with management, the internal auditors and the independent auditors the Company's policies and procedures with respect to risk assessment and risk management. Finally, the Audit Committee will review and discuss the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures. For more information on the Audit Committee's role in risk oversight see the discussion under "Board's Role in Risk Oversight" beginning on page 29.

The Audit Committee Report is included on page 90 of this Proxy Statement.

Meetings Held in 2013: 8

Independence. Each member meets the independence requirements of the listing standards of the NYSE, the Company's Restated Certificate of Incorporation, the Company's Director Independence Standards and Rule 10A-3 under the Exchange Act. The Board has determined that all the members of the Audit Committee are financially literate pursuant to the listing standards of the

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NYSE. The Board determined that Franklin W. Hobbs is an "audit committee financial expert" as defined under SEC regulations.

Compensation Committee

Primary Responsibility. Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to executive officers of the Company. The entire Board approves the CEO and Mr. Coors' compensation. The Compensation Committee also makes all decisions regarding the implementation and administration of the Company's incentive compensation, equity compensation and other benefit plans and programs.

The details of the processes and procedures used for determining compensation of the Company's executive officers are set forth in the CD&A beginning on page 46.

The Compensation Committee Report is included on page 71 of this Proxy Statement.

Third Party Resources: Under the terms of its charter and consistent with applicable law and the listing rules of the NYSE, the Compensation Committee has the sole authority to select, retain, terminate and approve the fees of compensation consultants, outside counsel and other advisors necessary and appropriate to assist or advise it in carrying out its duties and obligations. The Compensation Committee will also be responsible for the appointment, compensation and oversight of the work of any such adviser it retains.

Under the terms of its charter and consistent with applicable law and the listing rules of the NYSE, the Compensation Committee may select an advisor only after taking into consideration all factors relevant to that person's independence from management, including the following:

ü

the provision of other services to the Company by the person that employs the adviser;

ü

the amount of fees received from the Company by the person that employs the adviser, as a percentage of the total revenue of the person that employs the adviser;

ü

the policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest;

ü

any business or personal relationship of the adviser with a member of the Compensation Committee;

ü

any stock of the Company owned by the adviser; and

ü

any business or personal relationship of the adviser or the person employing the adviser with any executive officer.

After considering the above independence factors, the Compensation Committee previously retained Pay Governance LLC (Pay Governance) as its compensation consultant to provide independent advice and assist in the development and evaluation of the Company's executive and director compensation policies. The Compensation Committee does not believe that there are any conflicts of interest with Pay Governance.

Meetings Held in 2013: 11

Independence. Each member meets the independence requirements of the listing standards of the NYSE, the Company's Restated Certificate of Incorporation, the Company's Director Independence Standards and federal laws and regulations. Each member also qualifies as a "Non-employee

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Director" for purposes of Rule 16b-3 under the Exchange Act and as an "Outside Director" for purposes of Section 162(m) of the Internal Revenue Code of 1986 (the Code).

Finance Committee

Primary Responsibility. Under the terms of its charter, the Finance Committee assists the Board in fulfilling its responsibilities relating to the oversight of the Company's financial affairs, including reviewing the Company's financial and investment policies, strategies and guidelines. The Finance Committee's responsibilities and duties include:

ü

monitoring the Company's financial, hedging and investment policies and strategies, as well as the Company's tax strategies;

ü

monitoring the Company's financial condition and its requirements for funds, including with respect to acquisitions and divestitures;

ü

monitoring the Company's debt portfolio, interest rate risk and expense management, credit facilities and liquidity;

ü

reviewing and approving the amounts, timing, types and terms of the issuance of public and private debt securities by the Company;

ü

monitoring relationships with credit rating agencies and the ratings given to the Company;

ü

periodically reviewing the results of the Company's investment and hedging activities; and

ü

monitoring the Company's dividend and share repurchase policies and programs.

Meetings Held in 2013: 5

Independence. Each member meets the independence requirements of the listing standards of the NYSE, the Company's Restated Certificate of Incorporation, the Director Independence Standards and federal laws and regulations.

Nominating Committee

Primary Responsibility. Under the terms of its charter and the Company's Restated Certificate of Incorporation, the Nominating Committee's responsibilities and duties include:

ü

nominating 12 candidates to stand for election by the holders of Class A common stock and Special Class A stock;

ü

recommending to the Board 3 candidates for election by the holders of the Class B common stock and Special Class B stock;

ü

assisting the Board in evaluating candidates for nomination recommended by the stockholders;

ü

overseeing the annual evaluation of the Board; and

ü

taking up other business properly presented to it.

Meetings Held in 2013: 4

Independence. As a "controlled company," we are not required under applicable listing standards of the NYSE to have a nominating committee consisting entirely of directors who meet the independence requirements of the NYSE listing standards. We do, however, have a Nominating Committee and nominating subcommittees pursuant to our Restated Certificate of Incorporation.

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DIRECTOR COMPENSATION

We use a combination of cash and stock-based incentive compensation to ensure desired stability of the Board and to secure the Company's ongoing ability to attract high caliber individuals to serve on the Board. The Compensation Committee, with assistance from Pay Governance (the Compensation Consultant) reviews and makes recommendations to the Board annually with respect to the form and amount of director compensation. In setting director compensation, the Compensation Committee considers the significant amount of time that directors expend in fulfilling their duties to the Company, the skill level required of its members of the Board, as well as the compensation of directors at our peer companies.

For 2013, directors received an annual cash retainer of $100,000 and an annual equity grant of $100,000 in the form of Restricted Stock Units (RSUs). The Chairman and Vice Chairman of the Board are each entitled to additional annual fees of $75,000. Additionally, the Chairmen of the Audit Committee, Compensation Committee and Finance Committee received additional cash retainers as follows: (i) Audit - $15,000; (ii) Compensation - $12,500; and (iii) Finance -$10,000. All directors are reimbursed for any expenses incurred while attending Board or committee meetings and in connection with other Company business.

As an employee member of the Board, Mr. Swinburn receives no additional compensation for his services as a board member. All compensation provided by the Company to Mr. Swinburn is reported in the Summary Compensation Table.

Given his significant role and duties as Chairman of the Board, Mr. Coors receives the annual cash retainer and stock award paid to directors as well as the additional fee of $75,000 paid to the Chairman, as mentioned above. These amounts are also included for Mr. Coors in the "Stock Awards" and "All Other Compensation" columns of the Summary Compensation Table for 2013 on page 72.

Under the Company's director stock plan (the Director Stock Plan), directors may elect to receive 50% or 100% of their annual cash retainer in the form of either (i) shares of Class B common stock or (ii) deferred stock units (DSUs), with the balance, in each case, being paid in cash. DSUs represent the right to receive shares of the Class B common stock when the director's service on the Board terminates. Directors receive dividend equivalents on their DSUs.

In order to further align the interests of directors with the long-term interests of our stockholders, the Board has determined that, by the end of his or her fifth year as a director, each director should own stock or stock equivalents with a value equal to five times his or her annual cash retainer. All of our directors currently meet or are on track to meet this requirement. Shares owned directly by the director as well as the value of DSUs and the projected after-tax value of RSUs are included in

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calculating ownership levels. Shares underlying stock options do not count toward the ownership guidelines.

The table below summarizes the compensation paid by the Company to directors for the fiscal year ended December 31, 2013.

Fees Earned or paid in Cash (Column (b))

For 2013, the directors made the following elections under the Directors Stock Plan.

Stock Awards (Column (c))

On May 30, 2013, each director received an annual equity grant of 1,959 RSUs with a grant date fair value of $51.05 per Class B share and an aggregate grant value of $100,007. The RSUs cliff vest on May 30, 2016, or upon retirement of the director from the Board, whichever comes first. The grant date fair value is calculated in accordance with FASB Topic 718. Upon vesting of RSUs, the director is paid a cash amount equal to the dividends that would have been paid during the vesting period had each RSU been an actual share of the Class B common stock.

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Outstanding Equity Awards

The table below summarizes each director's outstanding RSUs and stock option awards as of December 31, 2013.

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1

Includes shares of the Company's Class B common stock or shares exchangeable for Class B common stock.

2

The Company has not granted stock options to directors since 2008.

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RELATED PERSON TRANSACTIONS

The Board has adopted a formal written policy for the review, approval and ratification of "related person" transactions. Under the policy, the Audit Committee is responsible for reviewing and pre-approving or ratifying, as applicable, all transactions in which (i) the aggregate amount involved will or is expected to exceed $100,000; (ii) the Company is a participant; and (iii) any "related party" has or will have a direct or indirect interest. A "related party" is generally: (a) any person who is, or was since the beginning of the last fiscal year, an executive officer or director of the Company; (b) a greater than 5% beneficial owner of the Company's stock; or (c) any immediate family members of any of the foregoing. Additionally, the Company's Bylaws require supermajority approval of the Board of certain transactions with affiliates or members of the Coors and Molson families.

In determining whether to approve or ratify a transaction subject to the policy, the Audit Committee takes into account whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated third party under the same or similar circumstances and the extent of the related party's interest in the transaction. The Board has further delegated to the Chair of the Audit Committee the authority to pre-approve or ratify (as applicable) any such related party transaction in which the aggregate amount involved is expected to be less than $1 million and that does not involve any affiliates or members of the Coors or Molson families. Each of the transactions and relationships set forth below were ratified and approved in the manner and to the extent required by the Company's related party transaction approval requirements described above.

From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in the Class A shares of the Company. Hiring and placement decisions are made based upon merit and compensation packages that are offered are commensurate with policies in place for all employees of Molson Coors. Melissa Coors Osborn (daughter of Peter H. Coors and sister of Christien Coors Ficeli) and David S. Coors (son of Peter H. Coors and brother of Christien Coors Ficeli) are employed by the Company in non-executive positions; and Peter J. Coors (son of Peter H. Coors and brother of Christien Coors Ficeli) is employed by MillerCoors in a non-executive position.

MillerCoors purchases a large portion of its paperboard packaging from Graphic Packaging Holding Company (GPHC). The Coors Trust and various other Coors family trusts, collectively through Adolph Coors Company LLC, beneficially own approximately 92.50% of our Class A voting common stock, approximately 3.25% of our Class B common stock, and approximately 5.28% of GPHC's common stock. In 2013, the total amount of payments made by MillerCoors, directly and through joint ventures, to GPHC totaled approximately $246 million. Jeffrey H. Coors, a director of GPHC, is also a brother of Peter H. Coors, Chairman of the Board and Chairman of MillerCoors, and uncle of Christien Coors Ficeli, a director. We expect payments by MillerCoors in 2014 to GPHC to be similar to payments made in 2013.

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Eric Molson, the father of Andrew T. and Geoffrey E. Molson, serves as a Director Emeritus. In connection with his role, he has the ability to recommend up to $325,000 per year in charitable contributions.

The Company has contractual relationships with the Montréal Canadiens Hockey Club, a professional hockey team. Andrew T. Molson, the Vice Chairman of the Board, and Geoffrey E. Molson, a member of the Board, are affiliated with the general partner and one of the limited partners of CH Group Limited Partnership, the owner of the Canadiens. In 2013, the Company made payments totaling approximately CAD $8.9 million to the Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Canadiens made payments totaling approximately CAD $3.2 million to the Company according to the terms of our agreements and purchased our products in the ordinary course of business. The business relationship has been in place for many years, is fair and reasonable and is comparable to market conditions for similar business relationships.

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MANAGEMENT

The following persons, as of April 7, 2014, hold the executive officer positions at Molson Coors as further described below.

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PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE ADVISORY SAY ON PAY VOTE)

As required by Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from the Class A Holders and the Class B Holders, voting together as a single class, to approve the compensation of its NEOs as described in the Compensation Discussion and Analysis beginning on page 46 and the Executive Compensation section beginning on page 72. This proposal is also referred to as the say on pay vote. We have committed to holding a say on pay vote at each year's annual meeting, until at least the 2017 Annual Meeting of Stockholders.

In deciding how to vote on this proposal, we encourage you to read the "Compensation Discussion and Analysis" and "Executive Compensation" sections of this Proxy Statement. As described in more detail in those sections, the Company believes its compensation programs emphasize performance and accountability while maintaining alignment with stockholder interests.

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion."

Because your vote is advisory, it will not be binding upon the Board. However, the Board values our stockholders' opinion and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) describes our executive compensation program in the context of how our Company has performed and how the Compensation Committee of the Board considers that performance in governing the Company's pay practices. This discussion focuses on the compensation program provided to our NEOs, who for 2013, were:

In February 2013, Mark Hunter became Chief Executive Officer, Molson Coors Europe. He had previously served as President and Chief Executive Officer, Central Europe. This change was a result of combining our U.K., Ireland and Central European businesses into one reporting segment.

Connecting Compensation to Strategy

Our strategy drives our compensation and the choices we make as a business. Our objective, to be a top global brewer is achieved by challenging the expected to deliver extraordinary brands that delight the world's beer drinkers. Our majority-independent Board and entirely-independent Compensation Committee have worked harmoniously to advance this strategy. From a compensation vantage, this means designing programs that motivate the Company's management team to deliver total shareholder return in the short term and implement our strategy in the medium and long term. This is what we aim to do.

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Connecting Compensation to Performance

Despite continuing top-line challenges in our major markets, we delivered strong bottom-line results and excellent cash generation. In this way we continued to position ourselves for future earnings growth while delivering significant shareholder returns. Here are some 2013 highlights:

2013 financial highlights of each achievement level include:

A reconciliation of non-GAAP results to the nearest U.S. GAAP measure can be found in our Form 10-K on pages 30-32, and 50. Income from continuing operations before income taxes and underlying pre-tax income are shown at a segment level on pages 34-46 of our Form 10-K.

Note that although our 42% ownership in the MillerCoors joint venture is reflected in our income results, it is not reflected in our revenue results. If we were to combine all of Molson Coors and MillerCoors sales it would make our annual net sales nearly $12 billion, or almost three times as

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large as is reflected in our GAAP reported net sales. Our executives are significant contributors to the operations of the MillerCoors joint venture as described below under heading Market Competitive under the section Executive Compensation Philosophy and Positioning. For this reason, we take the management and economic reality of MillerCoors into account when considering executive compensation and how we should be benchmarked to other companies.

A historical look at our CEO's Summary Compensation Table pay relative to the performance of our incentive plan metrics, including 2013 results, shows that pay and performance are directionally aligned.

CEO Pay Versus Performance: A Strong Correlation

Definitions of Pre-Tax Income and Revenue can be found in the section Components of Executive Compensation under the heading Annual Molson Coors Incentive Plan in 2013 on page 56. The definition of Considered EPS also can be found in that section under the heading Long-Term Incentives: PSUs. TSR is calculated as the change in share price at the end of each respective fiscal year, adjusted for dividend payments during the year. CEO Pay is shown in the Summary Compensation Table.

Comparing our CEO's realizable pay (defined as total direct compensation or TDC) for fiscal years 2010 through 2012 (the most recent years available for our peer group) relative to our Company's peer group performance also shows alignment as does our TDC for fiscal years 2011, 2012 and 2013 relative to our TSR during those same years (see the following tables).

TDC includes base salary, non-equity incentive plan payments, intrinsic value of stock options valued at fiscal year-end 2012, RSUs valued at the share price at fiscal year-end, actual values for completed cycles of performance units and projected payouts for performance units as of fiscal year-end.

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Realizable CEO Pay for Performance versus Peer Groups 2010 through 2012: A Strong Correlation

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Realizable CEO Pay for Performance versus Total Shareholder Return: A Strong Correlation

Impact of Performance on Executive Pay Programs

Our executive compensation program is designed to reward the executive team for performance. In 2013, as in prior years, our programs continued to be characterized by:

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Overall, 2013 business results were below the expectations we set for the Company, but above 2012 results. Thus, our executive compensation for 2013 was generally below target levels, but above 2012 levels. However, shareholder returns were up significantly in 2013 both in absolute performance and relative to our key industry competitors. Below is a summary of the key components of our CEO's compensation.

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In addition, key executive pay program governance enhancements continued to be implemented as outlined below.

Our executive compensation program establishes compensation principles that enable us to attract and retain the senior leadership necessary to make the Company successful. The Compensation Committee reviews these principles regularly to ensure that they support our global growth and other strategic objectives. Incentive plan metrics are reviewed against Board approved business and financial plans. Our objective is for our executive compensation programs to be consistent with competitive practice in an ever-changing marketplace. In setting those compensation levels we use the following principles:

Competitive Programs

We measure the competitiveness of our programs against our peer group and comparable industry data.

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Pay for Performance

We pay for performance. Within our global total rewards strategy, the percentage of at-risk performance-based pay increases with responsibility. Consistent with our pay philosophy and the compensation structure at our peer companies, our NEOs annual total direct compensation is structured so that 71% to 85% is annual and long-term incentive compensation (see the charts following this section). For 2013, annual and long-term incentive awards were based on important financial measures (pre-tax earnings, revenue growth, considered earnings per share (EPS) and relative TSR) and on the value of our Class B common stock. Combined, these help us drive and reward the performance of the Company, our business units and our people. This mix of fixed and variable, annual and long-term incentive compensation motivates both short-term performance toward designated financial objectives and longer-term strategic performance. This design motivates behaviors to increase shareholder value. When the drivers of shareholder value do not increase, our incentive programs are designed in a way to reduce executive compensation.

Market Competitive

We have one global process for setting base salaries, annual incentive opportunities and long-term incentive grant values for our NEOs and other top executives, but we generally set benefits and perquisites on the basis of home country practice and law.

In considering our Company's size for purposes of peer comparisons, we include our pro rata share of the MillerCoors joint venture revenue. MillerCoors is a joint venture in which we combined our U.S. business, Coors Brewing Company, with Miller Brewing Company in 2008. MillerCoors is a hands-on business for us even though we are required to report MillerCoors income under U.S. GAAP as an equity investment.

The Company's executive team shapes and closely oversees the strategy and operations of MillerCoors. Key examples of this include: five Molson Coors executives serve on the MillerCoors Board of Directors (out of a total of ten seats); a single brand and innovation council advances the global brand identity of key joint venture brands such as Coors Light; we share talent across the organizations and Peter H. Coors, the Chairman of the Board also serves as Chairman of the Board of MillerCoors.

Each year, the Compensation Committee reviews the competitiveness of our compensation program. For 2013, the Compensation Committee used 16 peer group companies and other consumer products industry data to assess the competitive levels for each of the elements of TDC (base salary, annual incentive and long-term incentives) and, when appropriate, perquisites and executive benefits. Our peer group consisted of the companies listed below.

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The Compensation Committee selected this peer group based on a combination of the following similarities:

We removed Sara Lee from our 2013 peer group because it was separated into two smaller businesses, neither of which is an appropriate comparator.

Focus on Short and Long-Term Interests

Our performance based compensation uses a diverse set of metrics to balance short and long-term business objectives.

Opportunity

We facilitate cross-border mobility within our workforce through our compensation practices.

The table below describes the purpose of each element of our pay program, specific design criteria and general target philosophy versus the Company's peer group. While the "Target Philosophy" below illustrates a general positioning of pay as compared to our peer group, it is one component

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in our decision making around executive compensation. Additionally, we consider executive experience and performance, business and industry challenges and macro-economic factors.

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Based on the target levels of pay by component stated above, the following is the mix of executive compensation, which illustrates the Company's emphasis on performance based pay.

1

Excludes Chairman of the Board. See the section Unique Role of Mr. Coors on page 67.

Following is a summary of the key elements of our executive compensation program:

Base Salary

A fixed dollar amount, which provides a level of fixed compensation, competitive with our peers and recognizes individual performance and level of experience.

Annual Molson Coors Incentive Plan in 2013

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Long-Term Incentives in 2013

We generally grant executives three types of long-term incentive awards: PSUs, previously performance units (PUs), stock options and RSUs. Each NEO is awarded an aggregate long-term incentive program (LTIP) value, which is allocated among the three types of awards. For 2013, we continued with our 2012 mix of awards to provide the appropriate balance of performance and retention based compensation and support the Company's long-term strategy (see table below). The mix of awards is designed to tie executive compensation to shareholder returns, balance performance focus with retention value and mitigate the risk of over-focus on a single metric.

The key components of our LTIP and the 2013 awards are summarized below:

PSUs

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PSU AWARDS — 3 YEAR CUMULATIVE CONSIDERED EPS and RELATIVE TOTAL SHAREHOLDER RETURN VALUES (2013-2015)

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Stock Options

RSUs

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Changes to Incentive Plans for 2014

Beginning with our 2014 MCIP plan year and our 2014 LTIP awards, the Company made the following enhancements:

MCIP

PSUs

Perquisites

In addition to the executive compensation program elements described above, the Company provides certain perquisites to our executives, including the NEOs, which the Company believes are appropriate and competitive. These perquisites are described below and in the narrative following the Summary Compensation Table for 2013 section beginning on page 74.

Senior Mobile Workers and Short-Term International Assignment Policies (Global Mobile Policy)

Our Global Mobile Policy was established to allow the Company to move talent around the world in a consistent and efficient manner. The Global Mobile Policy allows for employee accommodations, necessary transportation, cost-of-living adjustments (as appropriate), tax return preparation services and in certain situations, tax equalization associated with an international assignment. Any compensation received by NEOs while a participant in these programs is included in the Summary Compensation Table for 2013 on page 72.

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Retirement and Other Post-Termination Benefits

Retirement

Executive officers participate in the same retirement, 401(k) and pension plans as do other salaried employees in their home country. In addition to the Company's 401(k) plan in the U.S., the Company provides the Supplemental Savings and Investment Plan to highly-compensated U.S. employees to address the Internal Revenue Service (IRS) income and benefit restrictions placed on our retirement plans.

As of April 1, 2009, the Company froze benefit accruals under the qualified defined benefit pension plan in place for employees in the MCBC UK business unit. Messrs. Swinburn and Hunter have benefits in that plan and were impacted in accordance with these changes.

Details regarding the operation of the Company's retirement and pension plans are provided in the narrative following the 2013 Pension Benefits Table beginning on page 83.

Deferred Compensation

For highly compensated U.S. employees, including the NEOs, the Company has established the Molson Coors Supplemental Savings and Investment Plan (the Supplemental Thrift Plan). This plan is meant to keep employees whole on Company contributions which would otherwise be made to the Company's 401(k) plan were it not for certain IRS limits.

For Mr. Hunter, the Company has established an individual Employer Financed Retirement Benefit Scheme (EFRBS), which allows him and the Company to realize certain tax benefits, given that Mr. Hunter has reached general pension plan limits in the U.K.

In 2009, the Company entered into an agreement with Mr. Coors to replace his then non-qualified pension plan and post retirement Salary Continuation Plan Agreement with a deferred compensation single sum balance plan. Mr. Coors also received an RSU award in 2005 which is considered a deferred compensation plan.

Details regarding the operation of the Company's deferred compensation plans are contained in the 2013 Nonqualified Deferred Compensation section beginning on page 84.

Change in Control and Severance

Through the combination of the Change in Control Program (CIC Program) and the Company's Severance Pay Plan (Severance Pay Plan), the Company provides protection to executives in situations involving termination "not for cause" following a change in control. The NEOs, other than Mr. Coors, participate in the CIC Program and the Severance Pay Plan.

As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect the Company whether or not a change in control occurs.

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Under the CIC Program, a participant is entitled to certain "double-trigger" benefits following a change in control, that is, if the participant is terminated by the Company other than for cause, death or disability or if the participant resigns for good reason (amounting essentially to constructive discharge) on or within a certain period of time (for NEOs, two years) after a change in control of the Company. Benefits are also payable if a qualifying termination occurs up to six months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company.

The Compensation Committee last provided a change in control agreement that included an excise tax gross up in 2009, and no new participants have been or will be gross-up eligible. Mr. Hattersley was added to this plan in 2012, excluding a tax gross-up provision, because he came from MillerCoors, where he had a comparable change in control agreement. The plan has since been closed to new participants.

Additional information about the Company's CIC Program and Severance Pay Plan is provided in the section 2013 Potential Payments upon Termination or Change in Control on page 86.

To ensure consistent application of our philosophy described above, we draw on the perspectives of different groups in setting objectives, reviewing performance and determining rewards for our executive officers, including our NEOs. The table below outlines their roles and responsibilities.

Roles and Responsibilities

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Base Salary Actions

Senior management for the Company did not receive annual salary increases for either 2013 or 2012 (other than as noted in the Company's 2013 Proxy Statement). This was based on business performance and overall positioning of compensation relative to our peer group.

For 2014, the Compensation Committee approved the following NEO salary adjustments, other than Messrs. Swinburn and Coors. Mr. Swinburn's salary adjustment was approved by the Board after being recommended by the Compensation Committee. This was based on considerations including strong shareholder return for 2013, improvements in business operations, current competitive positioning versus the peer group and no prior merit increases for the NEOs (other than for recognition of a change in responsibility for Mr. Hunter in December 2012).

Annual Incentive Results

For 2013, the target levels of achievement at the corporate and business group levels were set as follows. Results have been adjusted in order to remove the impact the change in exchange rates has on the calculations over the course of the year.

2013 MOLSON COORS INCENTIVE PLAN RESULTS

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2013 MOLSON COORS INTERNATIONAL1

2013 MILLERCOORS INCENTIVE PLAN RESULTS1

The following table summarizes the calculation of final 2013 MCIP awards after review by the Compensation Committee (and the independent members of the Board in the case of Messrs. Swinburn and Coors). The Company's performance against the pre-determined measures is set forth in the table above. The multiplier shown is aligned with corporate, business unit and CROs performance and represents achievement against objectives. This multiplier was subject to discretionary adjustment (up or down, within the maximum allowable payment amounts as determined under the MCIP) by the Compensation Committee (or the independent members of the Board, in the case of Messrs. Swinburn and Coors) based on individual performance. The Grants of Plan Based Awards for 2013 Table on page 77 provides information on threshold, target and maximum MCIP awards.

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Long-Term Incentive Results

The grant date value of the LTIP awards granted to the NEOs in 2013 is shown below. Options are valued at their Black-Scholes value, as described on page 59.

PU Results

PU payout results for the 2010-2012 and 2011-2013 performance periods are presented below:

2010-2012 AND 2011-2013 PU CUMULATIVE CONSIDERED EPS RESULTS

Additional Executive Compensation Actions

Mr. Hattersley received standard relocation benefits per the Company's Global Mobile Policy related to his joining the company in 2012. Mr. Hunter received international assignment support while on assignment in Prague. He continues to participate in the Global Mobile Policy while leading Molson Coors Europe. The values of these benefits are included in the Summary Compensation Table for 2013 on page 72.

Unique Role of Mr. Coors

Mr. Coors serves in several capacities as an executive of the Company:

Given the unique circumstances of Mr. Coors' role, there are no direct peer comparisons available. The Compensation Committee recognizes that Mr. Coors, as a member of one of the two founding stockholding families with one of the largest interests in the Company, is motivated to stay with the Company whether or not he receives compensation designed for retention. Nevertheless, the

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Compensation Committee exercises its discretion in recommending an appropriate salary for Mr. Coors and generally expects to recommend a salary below that of the CEO. For 2013, there was no change to Mr. Coors' compensation.

A portion of Mr. Coors' compensation is provided for his services as a director, as outlined in the Director Compensation section on page 37.

In setting Mr. Coors' compensation, the Compensation Committee takes into account the performance of the MillerCoors business. For example, the MillerCoors Compensation Committee establishes and then certifies MCIP results for the MillerCoors business on an annual basis. The Compensation Committee looks at that data in considering Mr. Coors' compensation. The Compensation Committee believes that this is appropriate because Mr. Coors contributes so substantially to the success of MillerCoors, as stated above and also discussed on page 53. Mr. Coors' salary and annual bonus are reimbursed by MillerCoors.

Key changes in 2014 are again predominantly centered on the LTIP and MCIP awards. As the Company's business strategy continues to evolve in response to industry and consumer trends, so do our executive compensation performance based pay programs. This is necessary to make sure executives are being motivated in the appropriate ways to drive the proper balance and focus of short and long-term growth. Following is a summary of changes for 2014 and the rationale behind them:

In 2013, the Board recommended and the stockholders approved the Class B stockholders participation in the Company's annual say on pay vote beginning in 2014.

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Governance of Equity Grant Process

The Compensation Committee generally evaluates and approves annual equity grants at or about the same time as it determines and approves the Company's annual salary adjustments and annual incentive payouts. This typically occurs at its regularly scheduled meeting in the first quarter of the year.

Individual recognition equity awards may be granted at other times during the year related to special events (acquisitions, establishment of joint ventures, extraordinary performance, etc.). Awards of stock options, RSUs or other equity incentives to new executive officers also typically occur at the time the individual joins the organization or first becomes an officer. Equity awards made during 2013 to NEOs are further described under the header Long-Term Incentive Results in the section 2013 Executive Pay Program Outcomes on page 67. These awards are also reflected in the relevant compensation tables beginning on page 72.

Employment Agreements and Letters

Employment agreements are in place for Messrs. Coors, Swinburn and Hunter. The material terms of these agreements are described beginning on page 89. Mr. Hattersley has an employment letter which outlines the compensation components of his role. These agreements do not provide a guarantee of continued employment, but rather clarify the workplace transition that will occur should employment of the executive end in a "not for cause" situation.

Stock Ownership Guidelines

We have stock ownership guidelines for our senior officers, including the NEOs, because it is important for the leadership team to have a meaningful stake in the Company to further align management's interests with those of our stockholders. Under the guidelines, senior officers must accumulate shares and share equivalents having a market value equal to a prescribed multiple of annual salary. All of our NEOs, with the exception of Mr. Hattersley, currently satisfy the applicable stock ownership guidelines, which are set forth below. Mr. Hattersley is in his second year of his allowable five year period in which to meet the ownership requirement.

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Recovery of Awards

Participants in our LTIP are required to agree that their awards will be forfeited and amounts received will be subject to recovery if the participant engages in conduct resulting in an accounting restatement of Company results. In the event of a restatement of our financial statements, an executive who engages in conduct resulting in the restatement will be required to reimburse the Company the amount of any payment or settlement of an award earned or accrued during the twelve month period following the restatement, to the extent the restated results would have had a negative impact on the final long-term incentive award final payout.

The Compensation Committee will also develop a recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 once the requirements of the NYSE rules are finalized.

Compliance with Section 162(m) of the Code

Section 162(m) of the Code generally limits the tax deductibility of compensation paid by a public company to its CEO and certain other highly compensated executive officers who are in office at the end of the fiscal year to $1 million per officer in the year the compensation becomes taxable to the executive. There is an exception to the limit on deductibility for performance-based compensation that meets certain requirements. The Compensation Committee's policy is to provide annual incentive awards, stock options, PUs and PSUs that are intended to qualify and be fully deductible by the Company under Section 162(m) of the Code. However, in order to maintain market competitive compensation programs, the Compensation Committee has reserved the right to approve incentive and other compensation that may not meet the performance-based compensation exception under Section 162(m) of the Code. To the extent that such compensation exceeds the $1 million limitation set forth in Section 162(m) of the Code, the Compensation Committee recognizes that the loss of the tax deduction may be unavoidable under these circumstances. The time-vested RSUs granted by the Compensation Committee will not be treated as performance-based compensation under Section 162(m) of the Code.

The Compensation Committee also considers the effect of accounting treatment in determining appropriate forms of compensation.

Independence of the Compensation Consultant to the Compensation Committee

During 2013, the Compensation Committee utilized Pay Governance, an independent executive compensation firm who does no other business with the Company, to advise the Compensation Committee and Board on the design and potential changes to the Company's executive and director compensation policies.

The Compensation Committee reviewed the Company's relationship with Pay Governance to ensure the independent judgment of the Compensation Consultant to the Compensation Committee and the Compensation Committee does not believe that there are any conflicts of interest with Pay Governance. The review is conducted to ensure the Compensation Consultant renders candid and direct advice independent of management's influence.

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Response to Say on Pay Vote

The Compensation Committee has also taken into consideration the results of the 2013 stockholder advisory vote to approve executive compensation. The result of the vote was that stockholders overwhelmingly (99.9% of votes cast voted in favor) approved management's recommendations to approve the compensation of our NEOs presented in the 2013 proxy statement. Given the strong stockholder support of the Company's executive compensation programs, the Compensation Committee has followed a similar approach to compensation in 2014. The Compensation Committee will continue to be mindful of say on pay votes when making future compensation decisions for the NEOs.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, comprised of independent directors, reviewed and discussed the above CD&A with the Company's management. The Compensation Committee believes that the Company has no compensation policies and programs that give rise to risks reasonably likely to have a material adverse effect on the Company. Based on the review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement.

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EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation earned for services rendered during fiscal years 2013 and 2012 and, where applicable, 2011 for the Company's CEO, CFO and the three other most highly compensated executive officers who were serving as executive officers at the end of 2013 (referred to as the Company's NEOs).

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Stock Awards (Column (e))

The amount in the Stock Awards column is the aggregate grant date fair value of stock awards granted to each NEO, calculated in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation-Stock Compensation (FASB Topic 718). The stock awards granted to the NEOs, other than Mr. Coors, consisted of PUs, PSUs and RSUs and are described in the CD&A beginning on page 46. For Mr. Coors, the stock awards consist of RSUs and are described in the Long-Term Incentives in 2013 section of the CD&A beginning on page 57.

The assumptions used to calculate these amounts are incorporated by reference to Note 14 "Share-Based Payments" to the Company's consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The PUs, PSUs and RSUs were granted under the Molson Coors Brewing Company Incentive Compensation Plan (Incentive Plan), the material provisions of which are described beginning on page 57. In calculating the number of RSUs and PSUs, the Committee uses the closing date share price on the award date. However, the expense for the awards illustrated in the table are based on FASB Topic 718 as described above. For 2013, the aggregate grant date fair value of all stock awards assuming the highest level of payout for PSUs would be as follows: $5,979,807 for Mr. Swinburn, $1,227,901 for Mr. Hattersley, $100,007 for Mr. Coors, $1,432,840 for Mr. Walker and $1,256,260 for Mr. Hunter.

The Company cautions that the amounts reported for these awards may not reflect the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value is dependent on a number of factors including, the Company's performance, stock price and the NEOs continued employment.

Option Awards (Column (f))

The amount in the Option Awards column is the grant date fair value of stock option awards granted to each NEO, calculated in accordance with FASB Topic 718. In calculating these amounts, the Company does not take into account the risk of forfeiture. The stock options awards granted to the NEOs are described in the CD&A.

The assumptions used to calculate these amounts are incorporated by reference to Note 14 "Share-Based Payments" to the Company's consolidated financial statements in the Form 10-K. The stock options were granted under the Incentive Plan.

Non-Equity Incentive Plan Compensation (Column (g))

The amounts reported in the Non-Equity Incentive Plan Compensation column represent amounts earned by the NEOs under the MCIP as explained in the CD&A beginning on page 46.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column (h))

The amounts shown in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column include changes in pension value under the tax qualified pension plan for MCBC UK and under the Molson Coors Supplemental Thrift Plan.

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All Other Compensation (Column (i))

The amounts reported in the All Other Compensation Column reflect the sum of (i) the incremental cost to the Company of perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Molson Coors Brewing Company Savings and Investment Plan (the Thrift Plan), the Supplemental Thrift Plan and EFRBS; (iv) the dollar value of life insurance premiums paid by the Company; and (v) director's fees paid to Mr. Coors. The amounts contributed to the Thrift Plan and the Supplemental Thrift Plan (collectively, the Thrift Plans) are calculated on the same basis for all participants in the relevant plan. The provisions of the Supplemental Thrift Plans are described beginning on page 61. The provisions of the EFRBS is described beginning on page 61.

Perquisites and Other Personal Benefits

The table below outlines the perquisites and other personal benefits that meet the threshold for disclosure under SEC rules. The table also outlines the additional all other compensation that meets the threshold required for disclosure under SEC rules. A "No" indicates that the NEO was not eligible to receive the perquisite or personal benefit. Other than for taxable items provided under the Company's Global Mobile Policy no tax reimbursements are provided to the NEOs. A description of all perquisites and other personal benefits received by the NEOs in 2013 is set forth below.

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Mr. Hunter received Personal Travel benefits as part of his assignment to the Company's Prague, Czech Republic offices in coordination with his assignment as President and Chief Executive Officer of Molson Coors Europe. These values are included in his Global Assignment amount.

Executive Physical

Molson Coors supports the health and well-being of all employees by providing medical benefits and a wellness program. In addition to the standard health and wellness benefit, U.S. based executives are encouraged to receive an enhanced annual physical at the expense of the Company. All of the U.S. NEOs, except Mr. Swinburn, utilized this benefit in 2013.

Financial Planning

The Company provides financial planning services to the U.S. based NEOs to assist in the management of personal finance. The services may include estate planning, tax planning or annual financial reviews.

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Parking Allowance

The Company provides a parking allowance to all U.S. based employees, including the NEOs. Mr. Coors does not receive a parking allowance.

Car Allowance

Molson Coors strives to provide a market-competitive total rewards package for its executives. The Company provides select executives with a car allowance or leased vehicle in accordance with local market practice. The Company currently provides a car allowance to Messrs. Swinburn and Hunter.

Personal Travel

Pursuant to his employment agreement, Mr. Swinburn's wife is entitled to 5 annual first class trips to the U.K. The actual value to Mrs. Swinburn is represented in the table. The benefit provided to Mr. Hunter was part of his global assignment.

Product Allotment

The Company provides product samples to Canadian and U.K. executives and believes that this enhances the executives' knowledge of the Company's products and enables them to become stronger champions of its brands. U.S. based employees, including the NEOs, are eligible to purchase products at a discount.

Relocation

Mr. Hattersley received relocation assistance under the Molson Coors Relocation Policy upon his appointment to the CFO position in 2012. This amount represents a carry-over expense from that time.

Global Mobile Policy

Under the Company's Global Mobile Policy, employees who are asked to take assignments in locations which are not a reasonable commuting distance from their place of residence, receive certain benefits in their work office location. Where benefits received become taxable to the employee, the Company provides tax gross-up assistance. Under the Global Mobile Workers Policy, Mr. Hunter received reasonable transportation benefits to and from his home and office and housing and cost of living allowances in his office location. Spot exchange rates at the time of expense payment were used to convert payments to U.S. dollars.

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Additional All Other Compensation

Relocation Tax Reimbursement

The amounts in the table above reflect tax reimbursements paid to certain NEOs. The amounts are related to tax reimbursements with respect to the Company's aforementioned Relocation and Global Mobile Policy. These are standard features of these programs which are available to all employee participants. A Czech Koruna to U.S. dollar exchange rate of 0.0499 was used to convert Mr. Hunter's tax payments.

Contributions to Thrift Plans and EFRBS

The Company makes direct and matching contributions for each of Messrs. Swinburn, Coors, Hattersley and Walker under the Thrift Plans, as applicable, on the same terms and using the same formula as other participating employees. For Mr. Hunter, the Company contributions to the EFRBS reflect a supplemental contribution that cannot be credited in a tax favorable way under the Company's tax approved U.K. Pension Plan. The amounts reflected in the table above represent the following:

Life Insurance Premiums

The Company provides life insurance to all U.S. employees. For U.S. NEOs, the coverage is equal to eight times their salary. None of the NEOs are eligible for a tax reimbursement related to this benefit.

Board of Director Fees

In 2013 Mr. Coors received fees as described in the Director Compensation section beginning on page 37 as follows: Cash retainer in the amount of $100,000, Chairman fees in the amount of $75,000 and RSU dividend equivalents of $15,295.

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The following table provides information for each of our NEOs regarding annual and long-term incentive award opportunities, including the range of potential payouts, made under our stockholder approved Incentive Plan during fiscal year 2013.

Estimated Future Payouts under Non-Equity Incentive Plan Award

The amounts represent the possible awards made under the annual MCIP in March 2013 to each of the NEOs as described beginning on page 56 of the CD&A. Actual payments under the MCIP awards have already been determined and were paid on March 14, 2014 to U.S. NEOs and to Mr. Hunter on April 14, 2014, and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table for 2013 on page 72.

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Estimated Future Payouts under Equity Incentive Plan Awards

The awards represent PSUs granted in 2013 under the Incentive Plan. The performance period for the PSUs is the beginning of the 2013 fiscal year through the end of the 2015 fiscal year. The grant date fair value at target payout is included in the Stock Awards column (column (e)) of the Summary Compensation Table for 2013 on page 72. For a discussion of the PSU awards for 2013, see the CD&A beginning on page 46.

All Other Stock Awards; Number of Shares or Stock Units

The awards represent RSUs granted in 2013 under the Incentive Plan for all NEOs. The RSUs granted on March 4, 2013 (RSUs #1) for all NEOs and the RSUs granted on April 1, 2013 RSUs for Mr. Walker, vest on the third anniversary of the grant date. The RSUs granted on March 4, 2013 (RSUs #2) for all NEOs vest on the first anniversary of the grant date. The grant date fair value is included in the Stock Awards column (column (e)) of the Summary Compensation Table for 2013. For a discussion of the RSUs granted in 2013, see the CD&A beginning on page 46. For Mr. Coors, the RSUs were awarded as compensation for his services as a director.

All Other Option Awards (Stock Options)

The awards represent stock options granted in 2013 to NEOs under the Incentive Plan. These options have a term of ten years from the grant date and vest in three equal annual installments beginning on the first anniversary of the grant date. For a discussion of the stock options granted in 2013, see the CD&A beginning on page 46.

Annual Incentives

The Company maintains the MCIP as a sub-plan under the Incentive Plan. The Compensation Committee may designate one or more criteria from the list outlined in the Incentive Plan. Target annual incentives are established for each participant. Under the 2013 design, no payments can be made under the Incentive Plan if a minimum level of pre-tax income performance is not achieved.

Long Term Incentives

Stock Options

The Company has outstanding options under the Incentive Plan, Adolph Coors Company Equity Incentive Plan (the 1990 Plan) and the Molson Inc. 1988 Canadian Stock Option Plan (the Molson Plan) (the Incentive Plan, the 1990 Plan and the Molson Plan, collectively referred to herein as the Plans). The Plans provide that the exercise price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant.

All grants under the 1990 Plan and the Molson Plan are vested. Under the Incentive Plan, vesting accelerates in connection with a change in control and for retirement eligible employees who terminate. In all other cases, unvested stock options are forfeited.

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Restricted Stock Units (RSUs)

The Company has outstanding RSUs under the Incentive Plan. The Company may impose such conditions or restrictions on any shares of RSUs granted pursuant to the Incentive Plan as it may deem advisable including, without limitation, a requirement that participants pay a stipulated purchase price for each RSU, restrictions based upon the achievement of specific performance goals, time based restrictions on vesting following the attainment of the performance goals, time based restrictions, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares by the Company upon vesting of such RSUs.

A participant has no voting rights with respect to any RSUs granted. The Company may provide for dividend equivalents to be credited with respect to any RSUs granted, but has not done so. The Board RSUs granted to Mr. Coors accrue dividends under the Director Stock Plan.

In the event of death or disability, or for retirement eligible employees who terminate, RSU vesting is accelerated on a pro-rata basis. In the event of a change in control, all RSUs vest.

Performance Share Units (PSUs)

The Company has outstanding PSUs under the Incentive Plan. In connection with the grant of PSUs, the Compensation Committee will set performance goals in its discretion which, depending on the extent to which such goals are met, will determine the value or number of PSUs paid to the participant.

The form and timing of payment of earned PSUs and performance shares shall be determined by the Compensation Committee. The Compensation Committee, in its sole discretion, may pay earned PSUs in the form of cash or in shares (or in a combination thereof) equal to the value of the earned PSUs at the close of the performance period. Any shares may be granted subject to restrictions deemed appropriate by the Compensation Committee.

In the event of death or disability, or for retirement eligible employees who terminate, PSUs vesting is accelerated on a pro-rata basis based on final performance at the end of the vesting period. In the event of a change in control, 120% of PSUs vest on a pro-rata basis.

The material terms of the employment agreements and letters with our NEOs are described below beginning on page 89.

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The following table sets forth the outstanding equity awards held by the NEOs at the fiscal year ended December 31, 2013. The year-end values set forth in the table are based on the $56.15 closing price for the Company's Class B common stock on December 31, 2013, the last trading day of the fiscal year.

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(b)

This column includes Stock Only Stock Appreciation Rights (SOSARs) and stock options that have vested and have not been exercised. Stock Options and SOSARs generally vest in equal annual installments over a 3 year period, subject to acceleration of vesting in the event of a change in control or certain termination events. We have not granted SOSARs to NEOs since 2008.

(c)

This column includes SOSARs and stock options that have not vested.

(d)

This column does not appear in the table above as it is reserved for performance based stock options, which the Company does not award.

(e)

This column indicates the stock option and SOSAR strike price.

(f)

This column indicates the expiration date for stock options and SOSARs which is ten years from the date of grant.

(g)

This column includes unvested RSUs which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events. For Mr. Coors, this column includes unvested RSUs which were granted to him under the Incentive Plan for his service as Chairman of the Board.

(h)

Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $56.15 for Class B common stock on December 31, 2013.

(i)

This column represents unvested PUs and PSUs which vest at the conclusion of the performance period upon Compensation Committee approval, subject to acceleration in the event of a change in control. Typically, the performance period is three years beginning with the fiscal year in which the award was granted.

(j)

The value of PUs is calculated based on target values as of the date of grant. For the most recent two PUs, the target payout is $13.51 for the 2011 award and $14.35 for the 2012 award, per unit. The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $56.15 for Class B common stock on December 31, 2013. The final payout may be more or less depending on final performance.

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The following table sets forth information for each of the Company's NEOs regarding stock options exercised and stock awards vested during fiscal year 2013.

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The following table sets forth the present value of accumulated benefits payable to each of the NEOs under the tax qualified and non-qualified retirement plans including their years of service (if applicable). Such amounts are determined using assumptions stated in Note 16 "Employee Retirement Plans and Postretirement Benefits" to the Company's Form 10-K.

U.S. Pension

The Company froze its U.S. qualified defined benefit pension plan in 2008 and the assets and liabilities of the plan were transferred to MillerCoors. During 2009, the Company converted its supplemental executive retirement plan (SERP) and excess benefit plan into the Supplemental Thrift Plan. The Supplemental Thrift Plan is described in the following section, 2013 Nonqualified Deferred Compensation.

U.K. Pension

Effective April 1, 2009, the Company froze its U.K. defined benefit plan for all employees. For Mr. Swinburn, the rate of accrual was 1/30th per year of service based on plan provisions in place at the time he joined the plan. Final pensionable pay is defined as a one-year average of basic pay. The benefit is earned on a "straight line approach" and capped at a maximum of 20 years of service. Normal retirement age for executive participants is age 60. However, Mr. Swinburn chose to draw his benefits from age 55 without reduction for early payment under an enhanced early retirement facility. For Mr. Hunter, the same general provisions apply with a rate of accrual of 1/45th per year of service. Mr. Hunter ceased accruing additional benefits once the plan was frozen.

The qualified balances for Messrs. Swinburn and Hunter are displayed in the table above. The present value of accumulated benefits for the U.K. qualified pension plan is shown (through December 31, 2013) using an assumed retirement age of 60 (age 55 for Mr. Swinburn), a discount rate of 4.55%, a price inflation rate of 3.40%, and pension increases which are assumed to be 3.30% for pre-April 2006 contributions and 2.50% for post-April 2006 contributions. The average annual exchange rate for 2013 of 1.66 U.S. dollars to the British Pound was used to complete the currency conversion.

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The following table sets forth information for each of the NEOs regarding aggregate executive and Company contributions and aggregate earnings (on the entire account balance) accrued during 2013, as well as year-end account balances under the deferred compensation plans.

The Supplemental Thrift Plan for U.S. Participants

The Supplemental Thrift Plan makes employees whole when Section 401(K) of the Code limits the Company contributions that otherwise would be credited to them under the Thrift Plan. In 2013, Company contributions could only be made on income allowable up to $255,000. The Company makes up for amounts that cannot be credited under the Supplemental Thrift Plan by crediting the employee with the Company contributions in the Thrift Plan. Participants are immediately vested in their Supplemental Thrift Plan benefit. Employees are not permitted to make contributions to the Supplemental Thrift Plan and may not withdraw funds until they separate from the Company. Upon separation from the Company, plan balances are paid in a lump sum cash payment.

Additional Deferred Compensation Plans

Mr. Coors' Individual Deferred Compensation Plan (IDCP) is an agreement entered into between Mr. Coors and the Company in 2009 to replace his previous nonqualified Molson Coors Brewing Company Excess Benefit Plan and Salary Continuation Plan. The IDCP is an unfunded, non-qualified deferred compensation plan, which had an initial notional balance of $7,500,000 as of January 1, 2009, and which accumulates interest at a rate of 4% per annum (as represented by the Aggregate Earnings in Last Fiscal Year column for 2013). Upon separation from the Company, the plan balance is paid in a lump sum cash payment.

Mr. Coors' deferred RSUs were awarded to him under the Incentive Plan in 2005 and vested 20% ratably over the ensuing 5 years. Upon vesting, the shares, and any earned dividends, are deferred until Mr. Coors separates from the Company. The Aggregate Earnings in the Last Fiscal Year represents the increase in value of deferred dividend payments plus the number of deferred shares times the change in Company stock price from December 23, 2010 ($50.93) to December 31, 2013 ($56.15). The Aggregate Balance at Last Fiscal Year-End represents the number of deferred shares times the value of our Class B common stock as of December 31, 2013.

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Mr. Hunter's Individual EFRBS is a defined contribution individual Employer Financed Retirement Benefit Scheme. The individual EFRBS makes Mr. Hunter whole given the GBP 1,500,000 limit on pension account balances under U.K. tax law. The Company makes up for amounts that cannot be credited in a tax favorable way under the Company's tax approved U.K. Pension Plan through notional contributions to the individual EFRBS. Mr. Hunter may not make contributions to the plan; he is fully vested in this plan and will receive benefits in the form of a lump sum payment upon his retirement from the Company, as defined under his individual EFRBS agreement. The EFRBS is an unfunded arrangement whereby earnings mirror those of the Company's tax approved U.K. pension arrangement. Mr. Hunter is free to direct the notional investment of his notional fund in line with the options available under the Company's tax approved U.K. pension arrangement. The benefit is paid in a lump sum payment that will be subject to U.K. Income Tax and may be subject to U.K. National Insurance Contributions.

Of the amounts in column (f) of the 2013 Nonqualified Deferred Compensation table, the following amounts were also included in the Total Compensation column of the Summary Compensation Table for 2011, 2012 and 2013:

Given that the aggregate earnings for the three deferred compensation plans in 2011 were negative for Mr. Coors and the other NEOs, no values were included for Deferred Compensation Earnings in the "Change in Pension Value and Non-qualified Deferred Compensation Earnings" column of the Summary Compensation Table for 2011. The amounts shown in the "Change in Pension Value and Non-qualified Deferred Compensation Earnings" column of the Summary Compensation Table for 2011 for Messrs. Swinburn and Hunter relate to the increase in pension value under the tax qualified pension plan for MCBC UK. The amounts contributed by the Company to the NEOs' Thrift Plans and EFRBS were included in the "All Other Compensation" column of the Summary Compensation Table for 2011, 2012 and 2013.

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The following table reflects the incremental amount of compensation payable to each of the NEOs in the event of various termination scenarios or a change in control of the Company. The amounts shown assume that such termination was effective as of December 31, 2013, and the value of our Class B common stock was the December 31, 2013, closing market price of $56.15. The amounts do not include benefits earned or vested on or before December 31, 2013, or benefits provided under insurance or regular programs generally available to salaried employees.

Voluntary Separation or Retirement

Mr. Walker is retirement eligible for purposes of the Incentive Plan and entitled to accelerated vesting of all of his stock options and a pro-rata portion of his PSUs, PUs and RSUs. Mr. Swinburn is also retirement eligible and his stock options are entitled to accelerated vesting. Mr. Swinburn's PSUs, PUs and RSUs granted prior to 2013 are eligible for pro-rata vesting upon retirement. Beginning in 2013, Mr. Swinburn's PSU and RSU awards will be subject to their normal vesting provisions upon retirement, as described on pages 58 and 59, and thus the full value of the awards are assumed in this table. Mr. Coors currently does not hold any unvested equity awards that were granted to him in his capacity as an executive officer. Mr. Coors does receive Board RSUs. Upon his retirement, these RSUs would vest per the terms outlined in the Director Stock Plan. The amounts in the table reflect the (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and $56.15, the closing price of the Class B common stock on December 31, 2013) and (ii) the value of the applicable vesting PSUs, PUs and RSUs are calculated using the closing price of the Class B common stock on December 31, 2013 ($56.15). PSUs and PUs are still subject to the Company meeting the applicable performance requirement. The table assumes performance at target. Messrs. Hattersley and Hunter are not retirement eligible and would receive no additional payments.

Involuntary Termination Without Cause

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The amounts for Messrs. Swinburn, Coors and Hunter are pursuant to the terms of their respective employment agreements. Under Mr. Coors' employment agreement, all of his equity would accelerate in the event of involuntary termination. He would also receive the same payment under termination for good reason. However, Mr. Coors currently does not hold any unvested equity awards that were granted to him in his capacity as an executive officer. Mr. Coors does receive Board RSUs. Upon his termination, these RSUs would vest per the terms outlined in the Director Stock Plan. For Messrs. Hattersley and Walker, the amounts reflect the terms of the Company's severance plan. Messrs. Swinburn and Walker are retirement eligible for purposes of the Incentive Plan and are entitled to accelerate vesting of all of their stock options and a pro-rata portion of their PSUs, PUs and RSUs. These amounts are set forth in the Voluntary Separation or Retirement Table.

Termination for Cause

No amounts are paid if the NEO is terminated for cause.

Disability/Death

The amounts in the table reflect the pro-rata value of PSUs, PUs and RSUs. PSUs and PUs are still subject to the Company meeting the applicable performance requirement. The table assumes performance at target.

Change in Control

The amounts in the table above, under Severance Payments and Benefits and Perquisites, reflect the payments under the CIC Program. Mr. Coors does not participate in the CIC Program and would not receive any additional compensation beyond the equity compensation due to accelerating vesting, which is guaranteed per the terms of his incentive awards. The amounts in the table also reflect the (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and $56.15, the closing price of the Class B common stock on December 31, 2013, and (ii) the value of PUs and RSUs using the closing price of the Class B common stock on December 31, 2013 ($56.15). The value of the PSUs and PUs are calculated assuming pro-rata vesting and performance at 120% of target. Mr. Hattersley would not be eligible for an excise tax gross-up as the Company has ceased providing this benefit to new executives.

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Change in Control Program

The CIC Program provides benefits to participants in the event that their employment is terminated within a specified period following a change in control of the Company. In the event of termination due to a change in control the benefits for participants under the CIC Program are:

Under the CIC Program, "cause" will arise in the event of conviction of certain crimes, commission of certain illegal acts or breaches of the code of conduct or willful failure to perform duties. "Good reason" for a participant will arise following a change in control if the Company fails to pay the participant as promised, materially reduces or modifies the participant's position, responsibilities or authority or requires relocation outside a 50 mile radius of the participant's location of employment. For purposes of the CIC Program, a change in control will occur if (i) an individual or group acquires voting stock of the Company sufficient to have more voting power than the Voting Trust established under the Class A Common Stock Voting Trust Agreement; (ii) Molson/Coors family nominees cease to constitute at least 50% of a majority of the Board elected by the voting securities held by the Class A Common Stock Voting Trust; or (iii) a merger or other business combination occurs, unless following such merger or combination (a) the Class A Common Stock Voting Trust continues to hold voting securities entitled to elect a majority of the Board; and (b) at least 50% of a majority of the Board are Molson/Coors family nominees. The CIC Program supersedes change in control provisions in individual employment agreements. As a condition of accepting participation in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect the Company whether or not a change in control occurs. Mr. Coors does not participate in the CIC Program.

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The Company has employment agreements in place with Messrs. Swinburn, Coors and Hunter.

Coors Employment Agreement

We entered into the current employment agreement with Mr. Coors that took effect on January 1, 2009, which was amended on December 10, 2013. Mr. Coors receives an annual base salary of $850,000, which has remained unchanged since 2008. Mr. Coors has a target bonus percentage that was set at a minimum of 80% of his annual base salary. The agreement further provides that if Mr. Coors' employment terminates for good reason or involuntarily without cause, Mr. Coors will receive (a) the remaining year's base salary for the year in which the termination occurs; (b) an amount equal to the MCIP bonus he would have received for the year in which termination occurs based on actual achievement of the MCIP performance goals; (c) an amount equal to three times the sum of Mr. Coors base salary and the average of the MCIP bonus amounts actually paid to Mr. Coors for the last three years; and (d) three times 25% of Mr. Coors annual base salary as compensation for terminated benefits and perquisites. In addition, all unvested equity awards under the Incentive Plan other than performance awards will immediately vest upon involuntary termination, and performance awards granted after January 1, 2014, will vest pro rata based on actual achievement of the performance goals.

In conjunction with entering into the employment agreement, Mr. Coors also entered into a confidentiality and non-competition agreement in favor of the Company that applies during the term of his employment and for 12 months thereafter.

Mr. Coors is also covered by a deferred compensation agreement described in more detail in the narrative to the 2013 Non-qualified Deferred Compensation Table on page 84.

Swinburn Employment Agreement

Mr. Swinburn's employment agreement as CEO took effect on July 1, 2008. The agreement provides that his employment may be terminated by the Company on 24 months prior written notice or by him giving 6 months prior written notice. Under the terms of his employment agreement, his wife is entitled to travel benefits to the U.K. as described on page 75 and he receives a monthly car allowance. Mr. Swinburn does not receive any tax assistance associated with his wife's travel benefits or his car allowance.

Hunter Employment Agreement

Mr. Hunter's original employment agreement as Marketing and International Director of our U.K. business took effect on March 20, 2002. The agreement provides that, in the event of involuntary termination by the Company other than for cause, the Company is required to give Mr. Hunter 12 months notice, or pay and benefits in lieu of notice.

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AUDIT COMMITTEE REPORT

The role of the Audit Committee is to prepare this report and to represent and assist the Board in its oversight of: (1) the integrity of Molson Coors' financial reporting process and the Company's financial statements; (2) the Company's compliance with legal and regulatory requirements, and its ethics and compliance program, including the Code of Business Conduct; (3) the Company's systems of internal control over financial reporting and disclosure controls and procedures; (4) the Company's internal audit function; and (5) the qualifications, engagement, compensation and performance of the independent auditors, their conduct of the annual audit and their engagement for any lawful purpose. The Audit Committee operates pursuant to a written charter, which it annually reviews. The Audit Committee also oversees the Company's policies and procedures with respect to risk assessment and risk management.

As set forth in the charter, management of Molson Coors is responsible for the preparation, presentation and integrity of Molson Coors' financial statements and the effectiveness of internal control over financial reporting. Management is responsible for maintaining Molson Coors' accounting and financial reporting principles and internal controls and procedures reasonably designed to assure compliance with accounting standards and applicable laws and regulations. Molson Coors has a full-time Internal Audit Department that reports to the Audit Committee. The Internal Audit Department is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of Molson Coors' internal controls relating, for example, to the reliability and integrity of Molson Coors' financial information and the safeguarding of assets. The Company's independent registered public accounting firm is responsible for auditing Molson Coors' financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management and PwC, the Company's independent registered public accounting firm. The Audit Committee has also discussed with PwC the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (PCAOB). Finally, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee on independence. The Audit Committee has also discussed with PwC its independence. The Audit Committee has ultimate authority and responsibility to select, evaluate, and, when appropriate, replace the Company's independent registered public accounting firm. The non-audit services performed by PwC were pre-approved by the Audit Committee and were also considered in the discussions of independence.

Audit Committee members are not employees of Molson Coors and do not perform the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent registered public accounting firm. Accordingly, the Audit Committee's considerations and discussions referred to above do not assure that the audit of Molson Coors' financial statements has been carried out in accordance with standards of the PCAOB that the financial statements are presented in accordance with accounting principles generally accepted in the U.S. or that Molson Coors' registered public accounting firm is in fact "independent."

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Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the charter, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 14, 2014. The Audit Committee also appointed PwC as the independent registered public accounting firm for Molson Coors for the fiscal year ending December 31, 2014, subject to ratification by the Company's stockholders.

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PROPOSAL NO. 3 — RATIFY APPOINTMENT OF AUDITORS

The Board is asking Class A Holders to ratify the Audit Committee's appointment of PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. PwC was our independent registered public accounting firm for the fiscal year ended December 31, 2013, and is considered by management to be well qualified.

Representatives of PwC are expected to be present at the Annual Meeting to respond to questions and may make a statement if they so desire.

Set forth below are the aggregate fees billed by PwC for professional services rendered to Molson Coors during fiscal years 2013 and 2012:

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1

Aggregate fees for professional services rendered by PwC in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2013 and 2012, the quarterly reviews of our financial statements included in Forms 10-Q and our StarBev acquisition in June 2012.

2

Includes amounts related to pension plan audits, royalty audits and recycling audits performed in Canada for fiscal years 2013 and 2012, as well as fees related to correspondence with the SEC in 2013 and the Company's Form S-3 and S-8 filings, public debt offering and Ontario's beer tax audit performed in fiscal year 2012.

3

Fees consist of U.K. tax compliance work and other tax services performed during fiscal years 2013 and 2012.

4

Fees incurred for assistance provided on special tax, accounting and compensation projects and for subscriptions provided by PwC.

The Audit Committee pre-approves all audit, non-audit and internal control-related services provided by PwC prior to the engagement of PwC with respect to such services. The Chairman of the Audit Committee has been delegated authority by the Audit Committee to pre-approve interim services by PwC other than the annual audit. The Chairman must report all such pre-approvals to the entire Audit Committee at the next committee meeting. In 2013 and 2012, the Audit Committee (or the Chairman of the Audit Committee pursuant to the authority delegated) pre-approved all of the services performed by PwC.

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If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.

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BENEFICIAL OWNERSHIP

The following table contains information about the beneficial ownership of our capital stock as of March 21, 2014 (unless otherwise noted), for each of our current directors, each of our NEOs, all current directors and executive officers as a group and each stockholder known by us to own beneficially more than 5% of any class of our voting common stock and/or exchangeable shares. Unless otherwise indicated, and subject to any interests of the holder's spouse, the person or persons named in the table have sole voting and investment power, based on information furnished by such holders. Shares of common stock subject to RSUs, options or other rights currently exercisable or exercisable within 60 days following March 21, 2014, are deemed outstanding for computing the share ownership and percentage of the person holding such RSUs, options or rights, but are not deemed outstanding for computing the percentage of any other person. All share numbers and ownership percentage calculations below assume that all Class A exchangeable shares and Class B exchangeable shares have been converted on a one-for-one basis into corresponding shares of Class A common stock and Class B common stock, respectively.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Molson Coors' executive officers, directors and more than 10% stockholders are required under Section 16(a) of the Exchange Act to file with the SEC, reports of ownership and changes in ownership in their holdings of Molson Coors stock. Copies of these reports also must be furnished to Molson Coors.

Based on an examination of these reports and on written representations provided to Molson Coors, all such reports were timely filed during 2013 except for:

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OTHER BUSINESS

As of the date of this Proxy Statement, Molson Coors received no proposal, nomination for director or other business submitted in accordance with its Bylaws for consideration at the Annual Meeting, other than that set forth in the Notice of Annual Meeting of Stockholders and as more specifically described in this Proxy Statement, and, therefore, it is not expected that any other business will be brought before the Annual Meeting. However, if any other business should properly come before the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the signed proxies received by them in accordance with their best judgment on such business and any matters dealing with the conduct of the Annual Meeting.

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APPENDIX A
DIRECTOR INDEPENDENCE STANDARDS

A director is independent if the Board has made an affirmative determination that such director has no material relationship with the Company that would impair his or her independent judgment (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In the process of making such determinations, the Board will consider the nature, extent and materiality of the director's relationships with the Company and the Board will apply the following guidelines that are consistent with the independent requirements as defined under the NYSE Listing Standards. A director will be deemed not to be independent by the Board if the Board finds that:

a.        a director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company;

b.        a director has received or has an immediate family member who has received, during any 12-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director fees and pension or other forms of deferred compensation for prior service;

c.        a director (i) is or has an immediate family member who is a current partner of a firm that is the Company's internal or external auditor; (ii) is a current employee of such a firm; (iii) has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (iv) was or has an immediate family member who was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time;

d.        a director is or has an immediate family member who is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time serves or served on that company's compensation committee;

e.        a director is currently employed, or a director's immediate family member is currently employed as an executive officer, by an entity (including a tax-exempt entity) that makes payments to, or receives payments from, the Company for goods or services (other than charitable contributions) in an amount that exceeds, in a single fiscal year, the greater of $1 million or 2 percent of that entity's consolidated gross revenues; or

f.        a director, or a director's immediate family serves as an officer, director or trustee of a charitable organization, where the Company's discretionary contributions are in an amount that exceeds the greater of $1 million or 2 percent of the charitable organization's consolidated gross revenues.

For purposes of this Appendix A, "immediate family member" includes a director's spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director's home; and "Company" includes any subsidiary in the consolidated group with the Company.

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