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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 22, 2021

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 22, 2021, Brown-Forman Corporation (the "Company") held its 2021 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 157,154,124 1,003,146 28,442 ____
Campbell P. Brown 157,142,585 1,029,648 13,479 ____
Stuart R. Brown 157,757,980 414,823 12,909 ____
John D. Cook 157,167,878 987,442 30,392 ____
Marshall B. Farrer 157,691,326 470,367 24,019 ____
Kathleen M. Gutmann 157,273,454 882,938 29,320 ____
Augusta Brown Holland 157,687,522 470,746 27,444 ____
Michael J. Roney 157,858,532 296,503 30,677 ____
Tracy L. Skeans 157,242,487 915,928 27,297 ____
Michael A. Todman 157,389,258 764,762 31,692 ____
Lawson E. Whiting 157,845,601 329,064 11,047 ____

Item 7.01. Regulation FD Disclosure.

On July 22, 2021, 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. 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
Brown-Forman Corporation Press Release dated July 22, 2021.
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 23, 2021 /s/ Jaileah X. Huddleston
Jaileah X. Huddleston
Vice President, Associate General Counsel - Corporate and Securities Law, and Assistant Secretary




                        







IMAGE2A.JPG
NEWS RELEASE
ROB FREDERICK SUE PERRAM
VICE PRESIDENT DIRECTOR
BROWN-FORMAN BRAND & COMMUNICATIONS INVESTOR RELATIONS
502-774-7707 502-774-6862


BROWN-FORMAN STOCKHOLDERS HONOR RETIRED BOARD CHAIR, ELECT DIRECTORS, AND APPROVE CASH DIVIDEND

LOUISVILLE, KY, July 22, 2021 – At today’s annual meeting, Brown-Forman Corporation’s (NYSE: BFA) (NYSE: BFB) stockholders celebrated George Garvin Brown IV, who retired from the Board of Directors today after 15 years of board service and 14 years as Board Chair.

Brown-Forman President and Chief Executive Officer Lawson Whiting lauded Brown's tenure. "Under Garvin’s steady hand and visionary leadership, Brown-Forman has transformed into a global premium spirits company," stated Whiting. "More importantly, he has positioned Brown-Forman for continued growth and prosperity in the future."

Additionally, Brown-Forman’s stockholders met today at the regularly scheduled annual meeting of stockholders and elected the slate of directors recommended by the Board of Directors as submitted in the company’s 2021 Proxy Statement.

Campbell P. Brown, newly elected Board Chair, thanked the company’s stockholders for their commitment to Brown-Forman and its strategy, as well as for their long-term ownership and support.

In a subsequent meeting, the Board of Directors approved a regular quarterly cash dividend of $0.1795 on its Class A and Class B Common Stock. Stockholders of record on September 3, 2021, will receive the cash dividend on October 1, 2021. Brown-Forman, a member of the prestigious S&P 500 Dividend Aristocrats index, has paid regular quarterly cash dividends for 77 years and has increased the dividend 37 consecutive years.




For over 150 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel’s Tennessee Whiskey, Jack Daniel’s Tennessee RTDs, Jack Daniel’s Tennessee Honey, Jack Daniel’s Tennessee Apple, Jack Daniel’s Tennessee Fire, Gentleman Jack, Jack Daniel’s Single Barrel, Finlandia, Korbel, el Jimador, Woodford Reserve, Old Forester, Coopers’ Craft, Herradura, New Mix, Sonoma-Cutrer, Chambord, Benriach, GlenDronach, Glenglassaugh, Slane, and Fords Gin. Brown-Forman’s brands are supported by approximately 4,700 employees and sold in more than 170 countries worldwide. For more information about the company, please visit http://www.brown-forman.com/.
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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:
Our substantial dependence upon the continued growth of the Jack Daniel's family of brands
Substantial competition from new entrants, consolidations by competitors and retailers, and 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
Disruption of our distribution network or inventory fluctuations in our products by distributors, wholesalers, or retailers
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; further legalization of marijuana; shifts in consumer purchase practices; 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
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, or labor
Impact of health epidemics and pandemics, including the COVID-19 pandemic, and the risk of the resulting negative economic impact and related governmental actions
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
Product recalls or other product liability claims, product tampering, contamination, or quality issues
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
Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value
Risks associated with being a U.S.-based company with a global business, 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 whiskeys 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, corporate, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur
Decline in the social acceptability of beverage alcohol in significant markets
Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products
Counterfeiting and inadequate protection of our intellectual property rights
Significant legal disputes and proceedings, or government investigations
Cyber breach or failure or corruption of our key information technology systems or those of our suppliers, customers, or direct and indirect business partners, or failure to comply with personal data protection laws
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.