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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