8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed Jul 27, 2023 · 2y ago · Accession 0000014693-23-000098
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 27, 2023
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.
The matters submitted to a vote of the Company's 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
Campbell P. Brown 153,224,107 4,727,328 12,424 4,500,463
Elizabeth M. Brown 156,268,867 1,683,555 11,437 4,500,463
Stuart R. Brown 156,258,100 1,694,345 11,414 4,500,463
Mark A. Clouse 157,558,591 392,096 13,172 4,500,463
Marshall B. Farrer 156,102,098 1,848,905 12,856 4,500,463
Michael J. Roney 152,653,249 5,296,591 14,019 4,500,463
Jan E. Singer 157,780,021 169,888 13,950 4,500,463
Tracy L. Skeans 153,636,783 4,312,459 14,617 4,500,463
Elizabeth A. Smith 157,851,558 87,180 25,121 4,500,463
Michael A. Todman 153,145,369 4,801,638 16,852 4,500,463
Lawson E. Whiting 157,703,967 250,502 9,390 4,500,463
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
157,204,663 309,745 449,451 4,500,463
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
At the Annual Meeting, the Class A common stockholders recommended, on a nonbinding advisory basis, a frequency of three years for future advisory votes on executive compensation. The following is a breakdown of the voting results:
3 Years 2 Years 1 Year Abstain
142,954,153 635,221 14,322,581 51,904
Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2023
The Company's Class A common stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024. The following is a breakdown of the voting results:
For Against Abstain Broker Non-Votes
162,042,913 398,858 22,551 N/A
Item 7.01. Regulation FD Disclosure.
On July 27, 2023, 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 the other matters described herein. A copy of the 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 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 27, 2023.
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: July 27, 2023 /s/ Jaileah X. Huddleston
Jaileah X. Huddleston
Vice President, Associate General Counsel and Corporate Secretary
Filing details
- Company
- BROWN FORMAN CORP
- Ticker
- BF-B
- CIK
- 14693
- Form type
- 8-K
- Filing date
- Jul 27, 2023
- Report date
- Jul 27, 2023
- Document
- bfb-20230727.htm
- Size
- 551 KB