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Section 1: 8-K (8-K)

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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 30, 2020

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.

On July 30, 2020, Brown-Forman Corporation (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). The matters submitted to a vote of the 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
Patrick Bousquet-Chavanne
148,958,476
1,050,138
24,659
____
Campbell P. Brown
147,729,925
2,273,626
29,722
____
Geo. Garvin Brown IV
147,391,608
2,628,476
13,189
____
Stuart R. Brown
147,802,057
2,218,026
13,190
____
John D. Cook
147,774,762
2,234,719
23,792
____
Marshall B. Farrer
147,740,597
2,278,311
14,365
____
Laura L. Frazier
147,719,509
2,272,216
41,548
____
Kathleen M. Gutmann
149,207,280
781,563
44,430
____
Augusta Brown Holland
147,714,588
2,277,155
41,530
____
Michael J. Roney
148,001,828
2,007,243
24,202
____
Tracy L. Skeans
148,017,632
1,996,030
19,611
____
Michael A. Todman
145,618,714
4,389,983
24,576
____
Lawson E. Whiting
147,996,735
2,022,567
13,971
____

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
146,649,069
415,957
2,968,247
____

Item 7.01. Regulation FD Disclosure.
    
On July 30, 2020, 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 a nonbinding advisory vote on executive compensation. 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 incorporate 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 30, 2020.
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: August 3, 2020
/s/ Jaileah X. Huddleston
 
Jaileah X. Huddleston
 
Vice President, Associate General Counsel - Corporate and Securities Law, and Assistant Secretary




                        






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit



404842204_erlogoa69.jpg
NEWS RELEASE
ROB FREDERICK
 
 
LEANNE CUNNINGHAM
VICE PRESIDENT
 
 
SENIOR VICE PRESIDENT
 
BROWN-FORMAN BRAND & COMMUNICATIONS
 
 
SHAREHOLDER RELATIONS OFFICER
 
502-774-7707
 
 
502-774-7287



FOR IMMEDIATE RELEASE
BROWN-FORMAN STOCKHOLDERS ELECT DIRECTORS AND MARK 150TH ANNIVERSARY
LOUISVILLE, KY, July 30, 2020 - Brown-Forman Corporation (NYSE: BFA) (NYSE: BFB) stockholders met today at the scheduled annual meeting and elected the slate of directors recommended by the Board of Directors as submitted in the company’s 2020 Proxy Statement. They also approved the company’s executive compensation plan on a non-binding advisory basis.

“There is nothing inevitable about a company’s ability to survive, to thrive, and to remain independent for 150 years.” said Geo. Garvin Brown IV, Chairman of the Board, Brown-Forman. “For us, it has been the balance and weight of our culture that has fueled 15 decades of leadership at Brown-Forman.”

“One hundred and fifty years ago, George Garvin Brown created Old Forester, the first bottled bourbon, and made a quality pledge that there was ‘Nothing Better in the Market,’” said Brown-Forman President and CEO Lawson Whiting. “I reiterate today, with our values guiding all that we do, we continue to be better, do better, and get better. I firmly believe that there is still ‘Nothing Better in the Market’ than Brown-Forman.”

For 150 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel’s Family of Brands, Finlandia, Korbel, el Jimador, Woodford Reserve, Old Forester, Coopers’ Craft, Herradura, New Mix, Sonoma-Cutrer, Canadian Mist, Chambord, Early Times, BenRiach, GlenDronach, Slane, and Fords Gin.  Brown-Forman’s brands are supported by approximately 4,800 employees and sold in more than 170 countries worldwide.  For more information about the company, please visit http://www.brown-forman.com/.

          






Important Information on Forward-Looking Statements: 
This press release contains 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: 
Impact of health epidemics and pandemics, including the COVID-19 pandemic, and the resulting negative economic impact and related governmental actions 
Risks associated with being a U.S.-based company with global operations, 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 spirits 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; 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 that affect the production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products 
Tax rate changes (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, or capital gains) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur 

          




Unfavorable global or regional economic conditions, particularly related to the COVID- 19 pandemic, 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 
Dependence upon the continued growth of the Jack Daniel’s family of brands 
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; legalization of marijuana use on a more widespread basis; shifts in consumer purchase practices from traditional to e-commerce retailers; 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 
Decline in the social acceptability of beverage alcohol in significant markets 
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, labor, or finished goods 
Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products 
Competitors’ and retailers’ consolidation or 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 
Inventory fluctuations in our products by distributors, wholesalers, or retailers 
Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value 
Counterfeiting and inadequate protection of our intellectual property rights 

          




Product recalls or other product liability claims, product tampering, contamination, or quality issues 
Significant legal disputes and proceedings, or government investigations 
Cyber breach or failure or corruption of key information technology systems, or failure to comply with personal data protection laws 
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 
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. 

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