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 25, 2024
Brown-Forman Corporation
(Exact Name of Registrant as Specified in its Charter)
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| 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.
On July 25, 2024, Brown-Forman Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). 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:
Proposal 1: 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, by the following voting results:
| | | | | | | | | | | | | | |
| Name of Nominee | For | Against | Abstain | Broker Non-Votes |
| Campbell P. Brown | 156,653,071 | 2,149,066 | 18,652 | 4,707,317 |
| Elizabeth M. Brown | 157,019,581 | 1,781,912 | 19,296 | 4,707,317 |
| Mark A. Clouse | 158,008,367 | 790,076 | 22,346 | 4,707,317 |
| Marshall B. Farrer | 156,962,221 | 1,831,462 | 27,106 | 4,707,317 |
| W. Austin Musselman, Jr. | 157,310,545 | 1,476,482 | 33,762 | 4,707,317 |
| Michael J. Roney | 155,491,468 | 3,308,785 | 20,536 | 4,707,317 |
| Jan E. Singer | 158,066,852 | 721,995 | 31,942 | 4,707,317 |
| Tracy L. Skeans | 156,290,143 | 2,513,065 | 17,581 | 4,707,317 |
| Elizabeth A. Smith | 158,292,050 | 509,898 | 18,841 | 4,707,317 |
| Michael A. Todman | 157,284,337 | 1,513,378 | 23,074 | 4,707,317 |
| Lawson E. Whiting | 158,244,798 | 553,663 | 22,328 | 4,707,317 |
Proposal 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2025
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, 2025, by the following voting results:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 163,070,660 | 432,331 | 25,115 | N/A |
Item 7.01. Regulation FD Disclosure.
On July 25, 2024, the Company issued a press release announcing the voting results of the Annual Meeting and the approval by the Board of Directors of the Company’s regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished under 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under 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 | |
| | Brown-Forman Corporation Press Release dated July 25, 2024. | |
| 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.
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| BROWN-FORMAN CORPORATION |
| (Registrant) |
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| |
| Date: July 25, 2024 | /s/ Michael E. Carr, Jr. |
| Michael E. Carr, Jr. |
| Executive Vice President, General Counsel and Corporate Secretary
|
