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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Jul 24, 2025 · 11mo ago · Accession 0000014693-25-000073

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 24, 2025 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 24, 2025, 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 148,938,165 3,267,969 5,148,360 4,937,587 Elizabeth M. Brown 149,546,643 7,697,673 110,178 4,937,587 Mark A. Clouse 149,662,428 2,541,629 5,150,437 4,937,587 Marshall B. Farrer 149,550,306 7,711,892 92,296 4,937,587 W. Austin Musselman, Jr. 149,571,109 7,672,539 110,846 4,937,587 Michael J. Roney 149,486,515 2,716,419 5,151,560 4,937,587 Jan E. Singer 148,164,484 4,027,746 5,162,264 4,937,587 Tracy L. Skeans 148,647,752 3,556,310 5,150,432 4,937,587 Elizabeth A. Smith 151,683,189 520,129 5,151,176 4,937,587 Michael A. Todman 149,451,279 2,747,275 5,155,940 4,937,587 Lawson E. Whiting 150,997,149 6,247,681 109,664 4,937,587 Proposal 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2026 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, 2026, by the following voting results: For Against Abstain Broker Non-Votes 161,880,896 365,225 45,960 N/A Item 7.01. Regulation FD Disclosure. On July 24, 2025, 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 24, 2025. 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 24, 2025 /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 24, 2025
Report date
Jul 24, 2025
Document
bfb-20250724.htm
Size
289 KB