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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Jul 25, 2024 · 1y ago · Accession 0000014693-24-000104

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 25, 2024 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 25, 2024, Brown-Forman Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). 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: Proposal 1: 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, by the following voting results: Name of Nominee For Against Abstain Broker Non-Votes Campbell P. Brown 156,653,071 2,149,066 18,652 4,707,317 Elizabeth M. Brown 157,019,581 1,781,912 19,296 4,707,317 Mark A. Clouse 158,008,367 790,076 22,346 4,707,317 Marshall B. Farrer 156,962,221 1,831,462 27,106 4,707,317 W. Austin Musselman, Jr. 157,310,545 1,476,482 33,762 4,707,317 Michael J. Roney 155,491,468 3,308,785 20,536 4,707,317 Jan E. Singer 158,066,852 721,995 31,942 4,707,317 Tracy L. Skeans 156,290,143 2,513,065 17,581 4,707,317 Elizabeth A. Smith 158,292,050 509,898 18,841 4,707,317 Michael A. Todman 157,284,337 1,513,378 23,074 4,707,317 Lawson E. Whiting 158,244,798 553,663 22,328 4,707,317 Proposal 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2025 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, 2025, by the following voting results: For Against Abstain Broker Non-Votes 163,070,660 432,331 25,115 N/A Item 7.01. Regulation FD Disclosure. On July 25, 2024, the Company issued a press release announcing the voting results of the Annual Meeting and the approval by the Board of Directors of the Company’s regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1. The information furnished under 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"), or otherwise subject to the liabilities of that section, nor shall it 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 July 25, 2024. 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 25, 2024 /s/ Michael E. Carr, Jr. Michael E. Carr, Jr. Executive Vice President, General Counsel and Corporate Secretary
Filing details
Ticker
BF-B
CIK
14693
Form type
8-K
Filing date
Jul 25, 2024
Report date
Jul 25, 2024
Document
bfb-20240725.htm
Size
524 KB