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Section 1: 8-K (8-K)

Document


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):
March 21, 2018

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:

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

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

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

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

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 o

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. o






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Tracy L. Skeans

On March 21, 2018, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) appointed Tracy L. Skeans as a director of the Company.

There are no arrangements or understandings between Ms. Skeans with any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Skeans that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. The Board has appointed Ms. Skeans to the Audit Committee of the Board.
 
Ms. Skeans will be entitled to a prorated portion of the annual compensation paid to the Company’s non-employee directors. A summary of the compensation the Company provides its non-employee directors is described under the heading “Director Compensation” on pages 21 and 22 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2017.

A copy of the Company’s press release relating to the foregoing is attached herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
 
Description
 
Brown-Forman Corporation Press Release dated March 21, 2018.







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: March 21, 2018
/s/ Michael E. Carr, Jr.
 
Michael E. Carr, Jr.
 
Vice President, Managing Attorney and Assistant Corporate Secretary





                        






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


392701790_erlogoa12.jpg
NEWS RELEASE
PHIL LYNCH
 
 
JAY KOVAL
VICE PRESIDENT
 
 
VICE PRESIDENT
 
CORPORATE COMMUNICATIONS
 
 
INVESTOR RELATIONS
 
AND PUBLIC RELATIONS
 
 
AND COMMUNITY RELATIONS
 
502-774-7928
 
 
502-774-6903


TRACY SKEANS ELECTED TO BROWN-FORMAN BOARD OF DIRECTORS

Louisville, KY, March 21, 2018 -​ Brown-Forman Corporation (NYSE: BFA, BFB) announced that Tracy Skeans has been elected to the company’s Board of Directors, effective today.

Skeans is Chief Transformation and People Officer of Yum! Brands, Inc. (NYSE: YUM), one of the world’s largest restaurant companies with more than 45,000 KFC, Pizza Hut and Taco Bell restaurants in more than 135 countries and territories. She leads Yum! Brands’ global business transformation and people capability strategies.

Skeans has a strong track record of business leadership at Yum! Brands. Prior to assuming her current position, Skeans was President of Pizza Hut International, which at the time, was a business with more than 5,900 restaurants across more than 85 countries. Before that, Skeans served as Chief People Officer of Pizza Hut Global.

“Tracy brings a wealth of multi-functional global business experience to the Brown-Forman board,” said Brown-Forman Board Chairman Geo. Garvin Brown IV. “We’re delighted to welcome her to the board and believe she will provide significant contributions as we continue to grow around the world.”

Skeans spent her early career in roles including strategic planning, asset development and finance at Pizza Hut. Prior to joining Yum! Brands in 2000, Skeans worked in an international treasury role at Union Switch & Signal, a leading global developer of equipment for light rail systems, and as a senior auditor with Price Waterhouse LLP. Skeans is a member of the Board of Directors of the Women’s Foodservice Forum (WFF), the premier leadership development organization to advance women in the foodservice industry.

The election of Skeans increases the number of directors on Brown-Forman’s Board to 14.

For almost 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 & Cola, Jack Daniel’s Tennessee Honey, Jack Daniel’s Tennessee Fire, Gentleman Jack, Jack Daniel’s Single Barrel, Finlandia, Korbel, el Jimador, Woodford Reserve, Old Forester, Canadian Mist, Herradura, New Mix, Sonoma-Cutrer, Early Times, Chambord, BenRiach, GlenDronach and Slane. Brown-





Forman’s brands are supported by nearly 4,700 employees and sold in more than 165 countries worldwide. For more information about the company, please visit http://www.brown-forman.com/.

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