0000014693-12-000041.txt : 20120425 0000014693-12-000041.hdr.sgml : 20120425 20120425161656 ACCESSION NUMBER: 0000014693-12-000041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120109 FILED AS OF DATE: 20120425 DATE AS OF CHANGE: 20120425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown J McCauley CENTRAL INDEX KEY: 0001351766 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 002-26821 FILM NUMBER: 12779815 MAIL ADDRESS: STREET 1: 850 DIXIE HIGHWAY CITY: LOUISVILLE STATE: KY ZIP: 40210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 4 1 edgar.xml PRIMARY DOCUMENT X0305 4 2012-01-09 0000014693 BROWN FORMAN CORP BFA, BFB 0001351766 Brown J McCauley 850 DIXIE HIGHWAY LOUISVILLE KY 40210 0 0 1 0 Class A Common 17854 D Class A Common 548926 I By Brown Ventures, LLC Class A Common 28000 I By MAE LLC Class A Common 2012-01-06 4 G 0 10756 0 D 231933 I By GRAT Class A Common 2012-01-06 4 G 0 10756 0 A 32081 I By JMB Irrev Trust Class A Common 2584.692 I By children Class A Common 30172 I By Spouse Class B Common 45010 D Class B Common 137231 I By Brown Ventures, LLC Class B Common 3762.18 I BF 401(k) Plan Class B Common 393 I By Children Class B Common 7543 I By Spouse Non-Qualified Stock Option (right to buy) 35.83 2007-05-01 2014-04-30 Class B Common 1375 1375 D Stock Appreciation Right 45.53 2008-05-01 2015-04-30 Class B Common 1189 1189 D Stock Appreciation Right 55.69 2009-05-01 2016-04-30 Class B Common 2564 2564 D Stock Appreciation Right 53.80 2010-05-01 2017-04-30 Class B Common 2936 2936 D Stock Appreciation Right 56.58 2011-05-01 2018-04-30 Class B Common 2696 2696 D Restricted Stock Unit Class B Common 817 817 D Restricted Stock Uniit Class B Common 575 575 D Restricted Stock Unit Class B Common 488 488 D Adjusted to reflect shares transferred between reporting person's direct holdings and GRATs of which the reporting person is trustee and sole annuitant. Number of shares the reporting person has acquired under the Brown-Forman 401(k) plan as of April 24, 2012. Each Restricted Stock Unit represents a contingent right to receive one share of Brown-Forman Class B common stock. The Restricted Stock Units were granted July 23, 2009, and vest April 30, 2013. The Restricted Stock Units were granted on July 22, 2010, and vest April 30, 2014. The Restricted Stock Units were granted on July 28, 2011, and vest April 30, 2015. Diane M. Barhorst, Atty. in Fact for J. McCauley Brown 2012-02-23 EX-24 2 jmccauleybrown.htm

POWER OF ATTORNEY



The undersigned does hereby constitute and appoint each of Nelea A. Absher, Holli H. Lewis, Diane M.

Barhorst, and Laura H. Pulliam, signing singly, the undersigned's true and lawful attorney-in-fact to:



1. prepare, execute and file, for and on behalf of the undersigned, Form ID, Forms 3, 4 and 5 (including

amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the

"Act") and the rules thereunder, and Schedules 13D and 13G (including amendments thereto) in

accordance with Sections 13(d) and 13(g) of the Act and the rules thereunder;



2. do and perform any and all acts for and on behalf of the undersigned that may be necessary or

desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto) or Schedule

13D or 13G (including amendments thereto) and timely file that Form or Schedule with the United

States Securities and Exchange Commission and any stock exchange or similar authority, and provide

a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and



3. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of

the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the

undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and

conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation, hereby ratifying and

confirming all that the attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall lawfully do

or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.



The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in

such capacity at the request of the undersigned, are not assuming, nor is Brown-Forman Corporation (the

"Corporation") assuming, (i) any of the undersigned's responsibilities to comply with Section 16 or

Sections 13(d) or 13(g) of the Act or (ii) any liability of the undersigned for failure to comply with such

requirements.  This Power of Attorney does not relieve the undersigned from the undersigned's

obligations to comply with the requirements of the Act, including without limitation the reporting

requirements under Section 16 or Sections 13(d) or 13(g) thereunder.  The undersigned agrees that each

such attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction

of the undersigned to the attorney-in-fact.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to

file Forms 3, 4 and 5 and Schedules 13D and 13G with respect to the undersigned's holdings of and

transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed

writing delivered to the foregoing attorneys in fact.  This Power of Attorney does not revoke any other

power of attorney that the undersigned has previously granted.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this

16 day of May, 2007.





/s/ J. McCauley Brown

J. MCCAULEY BROWN