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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):
July 26, 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 5.07. Submission of Matters to a Vote of Security Holders.

On July 26, 2018, Brown-Forman Corporation (the "Company") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"). The matter submitted to a vote of the Class A common stockholders at the Annual Meeting and the voting results of such matter 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
Patrick Bousquet-Chavanne
154,750,286
898,740
32,253
Campbell P. Brown
153,707,214
1,956,860
17,205
Geo. Garvin Brown IV
153,194,916
2,472,232
14,131
Stuart R. Brown
153,744,159
1,919,520
17,600
Bruce L. Byrnes
154,733,623
916,369
31,287
John D. Cook
154,704,258
945,148
31,873
Marshall B. Farrer
153,705,182
1,956,885
19,212
Laura L. Frazier
153,668,266
1,982,133
30,880
Kathleen M. Gutmann
154,868,801
782,731
29,747
Augusta Brown Holland
153,658,497
1,989,751
33,031
Michael J. Roney
155,284,611
363,735
32,933
Tracy L. Skeans
155,128,760
531,237
21,282
Michael A. Todman
154,323,494
1,328,336
29,449
Paul C. Varga
153,837,971
1,829,014
14,294

Item 7.01. Regulation FD Disclosure.

On July 26, 2018, the Company issued a press release commenting on its fiscal 2018 performance and announcing that at its Annual Meeting the Company's Class A common stockholders elected directors for the coming year. A copy of this 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 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 26, 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: July 26, 2018
/s/ Jaileah X. Huddleston
 
Jaileah X. Huddleston
 
Managing Attorney and Assistant Corporate Secretary




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


394376106_erlogoa01.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


BROWN-FORMAN STOCKHOLDERS ELECT DIRECTORS
Cash Dividend Approved

LOUISVILLE, KY, JULY 26, 2018 - Brown-Forman Corporation’s (NYSE:BFA, BFB) shareholders met today at the regularly scheduled annual meeting of stockholders and elected the slate of directors recommended by the Board of Directors as submitted in the company’s 2018 Proxy Statement.

Geo. Garvin Brown IV, chairman of the Board of Directors, thanked the company’s shareholders for their thoughtful, long-term commitment to the company’s strategy. Brown also congratulated Brown-Forman’s Chief Executive Officer Paul Varga on his successful 31-year career at the company. In May, Varga announced his decision to retire at the end of calendar 2018, and the Board of Directors approved Lawson Whiting as the company’s next CEO, effective January 1, 2019.

In remarks at the annual meeting, Varga told stockholders that the company experienced another year of strong performance, including net sales growth roughly double fiscal 2017’s rate of growth.  Strong operating income growth, combined with industry-leading operating margins and returns on capital, helped fuel a total shareholder return of 53% in fiscal 2018. 

“This year highlighted our excellent balance by geography and portfolio. Results were led by our iconic Jack Daniel's trademark and premium American whiskey portfolio, including Woodford Reserve and Old Forester. The company also delivered broad-based geographic growth led by the United States and emerging markets with a return to historical growth rate for our developed international markets. Thanks to our aggressive investment posture over the last several years, we believe that the company is very well-positioned for future growth,” said Varga.

In a subsequent meeting, the Board of Directors approved a regular quarterly cash dividend of 15.8 cents per share on its Class A and Class B Common Stock. Stockholders of record on September 6, 2018,





will receive the cash dividend on October 1, 2018. With this dividend, Brown-Forman will have paid regular quarterly cash dividends for 73 consecutive years and will have increased the regular cash dividend for 34 consecutive years.

For nearly 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 over 4,800 employees and sold in more than 170 countries worldwide. For more information about the company and its corporate responsibility efforts, please visit http://www.brown-forman.com/.




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