Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 27, 2023

Brown-Forman Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-00123

61-0143150

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

850 Dixie Highway,

Louisville,

Kentucky

40210

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 585-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock (voting), $0.15 par value	BFA	New York Stock Exchange
Class B Common Stock (nonvoting), $0.15 par value	BFB	New York Stock Exchange
1.200% Notes due 2026	BF26	New York Stock Exchange
2.600% Notes due 2028	BF28	New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The matters submitted to a vote of the Company's Class A common stockholders at the Annual Meeting and the voting results of such matters are as follows:

Election of Directors

The Company's Class A common stockholders elected each of the director nominees proposed by the Company's Board of Directors to serve until the next Annual Meeting of Stockholders or until such director's successor is duly elected and qualified. The following is a breakdown of the voting results:


Name of Nominee	For	Against	Abstain	Broker Non-Votes
Campbell P. Brown	153,224,107	4,727,328	12,424	4,500,463
Elizabeth M. Brown	156,268,867	1,683,555	11,437	4,500,463
Stuart R. Brown	156,258,100	1,694,345	11,414	4,500,463
Mark A. Clouse	157,558,591	392,096	13,172	4,500,463
Marshall B. Farrer	156,102,098	1,848,905	12,856	4,500,463
Michael J. Roney	152,653,249	5,296,591	14,019	4,500,463
Jan E. Singer	157,780,021	169,888	13,950	4,500,463
Tracy L. Skeans	153,636,783	4,312,459	14,617	4,500,463
Elizabeth A. Smith	157,851,558	87,180	25,121	4,500,463
Michael A. Todman	153,145,369	4,801,638	16,852	4,500,463
Lawson E. Whiting	157,703,967	250,502	9,390	4,500,463

Advisory Vote on Executive Compensation

At the Annual Meeting, the Class A common stockholders approved, on a nonbinding advisory basis, the compensation of the Company's Named Executive Officers. The following is a breakdown of the voting results:


For	Against	Abstain	Broker Non-Votes
157,204,663	309,745	449,451	4,500,463

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

At the Annual Meeting, the Class A common stockholders recommended, on a nonbinding advisory basis, a frequency of three years for future advisory votes on executive compensation. The following is a breakdown of the voting results:


3 Years	2 Years	1 Year	Abstain
142,954,153	635,221	14,322,581	51,904

Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2023

The Company's Class A common stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024. The following is a breakdown of the voting results:


For	Against	Abstain	Broker Non-Votes
162,042,913	398,858	22,551	N/A

Item 7.01. Regulation FD Disclosure.

On July 27, 2023, the Company issued a press release announcing that at its Annual Meeting the Company's Class A common stockholders elected directors for the coming year and approved the other matters described herein. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01 (and the related information in Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, and shall not be deemed to be incorporate by reference in any filing the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Brown-Forman Corporation Press Release dated July 27, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			BROWN-FORMAN CORPORATION
			(Registrant)


Date: July 27, 2023			/s/ Jaileah X. Huddleston
			Jaileah X. Huddleston
			Vice President, Associate General Counsel and Corporate Secretary

BROWN-FORMAN STOCKHOLDERS ELECT DIRECTORS AND BOARD APPROVES CASH DIVIDEND

July 27, 2023, LOUISVILLE, KY — Brown-Forman Corporation (NYSE: BFA, BFB) stockholders met today at the annual meeting of stockholders and elected the slate of directors recommended by the Board of Directors, as submitted in the company’s 2023 Proxy Statement. The stockholders also approved the compensation of the company’s named executive officers, approved a frequency of every three years for future advisory votes to approve the compensation of the company’s named executive officers, and ratified the selection of the independent registered public accounting firm for fiscal year 2024.

Elizabeth M. Brown (Eliza), a fifth-generation descendant of Brown-Forman founder George Garvin Brown, was elected to the company’s Board of Directors, effective immediately. Ms. Brown serves as President of Dendrifund, an environmental sustainability foundation created by Brown-Forman and the Brown family, and is a member of the Board of Directors for Jack Daniel’s Properties, Inc., owner of the Jack Daniel’s trademarks and a subsidiary of Brown-Forman Corporation.

“I am pleased to welcome Eliza to the Board of Directors and look forward to working with her to deliver long-term growth and sustained value to all of our shareholders,” said Campbell P. Brown, Chair of the Board.

The election of Ms. Brown continues the evolution of Brown family representation on Brown-Forman’s Board of Directors, as she joins three fifth-generation family members currently serving on the Board, including Stuart R. Brown, Marshall B. Farrer, and Campbell P. Brown, Chair of the Board. She replaced Augusta Brown Holland, who did not stand for re-election after seven years of service. John D. Cook, who served on the Brown-Forman Board of Directors for 15 years, also did not stand for re-election.

“The Board and our long-term shareholders are grateful for Augusta’s thoughtful perspectives and strong advocacy for the company’s culture, people, and provenance,” Brown commented. “We also appreciate John’s many years of leadership in guiding our evolving and award-winning governance process. John played a key role in assembling a board of directors who are purpose-driven, engaged, and collaborative.”

Lawson E. Whiting, President and Chief Executive Officer added, “We are thankful to Augusta and John for their years of service and their dedicated stewardship of Brown-Forman.”

In a subsequent meeting, the Board of Directors approved a regular quarterly cash dividend of $0.2055 per share on its Class A and Class B Common Stock. The dividend is payable on October 2, 2023, to stockholders of record on September 5, 2023. Brown-Forman, a member of the prestigious S&P 500 Dividend Aristocrats index, has paid regular quarterly cash dividends for 79 consecutive years and has increased the regular cash dividend for 39 consecutive years. The board also named Michael A. Todman as Lead Independent Director and Tracy L. Skeans as Chair of the Corporate Governance & Nominating Committee.

For more than 150 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel's Tennessee Whiskey, Jack Daniel's Ready-to-Drinks, Jack Daniel's Tennessee Honey, Jack Daniel's Tennessee Fire, Jack Daniel's Tennessee Apple, Gentleman Jack, Jack Daniel's Single Barrel, Woodford Reserve, Old Forester, Coopers’ Craft, The GlenDronach, Benriach, Glenglassaugh, Slane, Herradura, el Jimador, New Mix, Korbel, Sonoma-Cutrer, Chambord, Fords Gin, Gin Mare, and Diplomático Rum. Brown-Forman’s brands are supported by approximately 5,600 employees globally and sold in more than 170 countries worldwide. For more information about the company, please visit brown-forman.com. Follow us on LinkedIn, Instagram and Twitter.

# # #

Important Information on Forward-Looking Statements:

This press release contain statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “can,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “pursue,” “see,” “seek,” “should,” “will,” “would,” and similar words indicate forward-looking statements, which speak only as of the date we make them. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from our historical experience or from our current expectations or projections. These risks and uncertainties include, but are not limited to:

•Our substantial dependence upon the continued growth of the Jack Daniel's family of brands

•Substantial competition from new entrants, consolidations by competitors and retailers, and other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks

•Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher fixed costs

•Disruption of our distribution network or inventory fluctuations in our products by distributors, wholesalers, or retailers

•Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; further legalization of marijuana; bar, restaurant, travel, or other on-premise declines; shifts in demographic or health and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation

•Production facility, aging warehouse, or supply chain disruption

•Imprecision in supply/demand forecasting

•Higher costs, lower quality, or unavailability of energy, water, raw materials, product ingredients, or labor

•Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value

•Impact of health epidemics and pandemics, and the risk of the resulting negative economic impacts and related governmental actions

•Unfavorable global or regional economic conditions and related economic slowdowns or recessions, low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations

•Product recalls or other product liability claims, product tampering, contamination, or quality issues

•Negative publicity related to our company, products, brands, marketing, executive leadership, employees, Board of Directors, family stockholders, operations, business performance, or prospects

•Failure to attract or retain key executive or employee talent

•Risks associated with being a U.S.-based company with a global business, including commercial, political, and financial risks; local labor policies and conditions; protectionist trade policies, or economic or trade sanctions, including additional retaliatory tariffs on American whiskeys and the effectiveness of our actions to mitigate the negative impact on our margins, sales, and distributors; compliance with local trade practices and other regulations; terrorism, kidnapping, extortion, or other types of violence; and health pandemics

•Failure to comply with anti-corruption laws, trade sanctions and restrictions, or similar laws or regulations

•Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar

•Changes in laws, regulatory measures, or governmental policies, especially those affecting production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products

•Tax rate changes (including excise, corporate, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur

•Decline in the social acceptability of beverage alcohol in significant markets

•Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products

•Counterfeiting and inadequate protection of our intellectual property rights

•Significant legal disputes and proceedings, or government investigations

•Cyber breach or failure or corruption of our key information technology systems or those of our suppliers, customers, or direct and indirect business partners, or failure to comply with personal data protection laws

•Our status as a family “controlled company” under New York Stock Exchange rules, and our dual-class share structure

For further information on these and other risks, please refer to our public filings, including the “Risk Factors” section of our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission.

Document and Entity Information	Jul. 27, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 27, 2023
Entity Registrant Name	Brown-Forman Corporation
Entity Central Index Key	0000014693
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-00123
Entity Tax Identification Number	61-0143150
Entity Address, Address Line One	850 Dixie Highway,
Entity Address, City or Town	Louisville,
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40210
City Area Code	(502)
Local Phone Number	585-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock (voting), $0.15 par value
Trading Symbol	BFA
Security Exchange Name	NYSE
Nonvoting Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Common Stock (nonvoting), $0.15 par value
Trading Symbol	BFB
Security Exchange Name	NYSE
One Point Two Percent Notes Due in Fiscal Two Thousand Twenty Seven [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.200% Notes due 2026
Trading Symbol	BF26
Security Exchange Name	NYSE
Two Point Six Percent Notes Due in Fiscal Two Thousand Twenty Nine [Member]
Entity Information [Line Items]
Title of 12(b) Security	2.600% Notes due 2028
Trading Symbol	BF28
Security Exchange Name	NYSE