FilingIndex
8-KThe WireRed Alert

Executive Change · Reg FD Disclosure

Filed Jan 25, 2022 · 4y ago · Accession 0000014693-22-000006

Plain English

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

Read the source below for the full 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): January 25, 2022 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Jan Singer as a Director On January 25, 2022, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) appointed Jan Singer as a director of the Company, effective immediately. There are no arrangements or understandings between Ms. Singer and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Singer that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. The Board has appointed Ms. Singer to the Audit Committee of the Board. Ms. Singer 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 29 through 31 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 22, 2021. Item 7.01. Regulation FD Disclosure. In connection with Ms. Singer's appointment, the Company issued a press release on January 25, 2022, a copy of which is attached as Exhibit 99.1 and incorporated by reference in Item 7.01 of this Current Report on Form 8-K. 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, as amended (the “Exchange Act”), 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 99.1 Brown-Forman Corporation Press Release dated January 25, 2022 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: January 25, 2022 /s/ Jaileah X. Huddleston Jaileah X. Huddleston Vice President, Associate General Counsel and Corporate Secretary
Filing details
Ticker
BF-B
CIK
14693
Form type
8-K
Filing date
Jan 25, 2022
Report date
Jan 25, 2022
Document
bfb-20220125.htm
Size
301 KB