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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Aug 3, 2020 · 5y ago · Accession 0000014693-20-000093

Plain English

Material event — a significant development the company must disclose promptly.

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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 99.1   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
Filing details
Ticker
BF-B
CIK
14693
Form type
8-K
Filing date
Aug 3, 2020
Report date
Jul 30, 2020
Document
a8-kx20200730xannualst.htm
Size
334 KB