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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Jul 23, 2021 · 5y ago · Accession 0000014693-21-000109

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 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 99.1 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
Filing details
Ticker
BF-B
CIK
14693
Form type
8-K
Filing date
Jul 23, 2021
Report date
Jul 22, 2021
Document
bfb-20210722.htm
Size
321 KB