8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

December 18, 2013

Brown-Forman Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware	002-26821	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))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2013, Brown-Forman Corporation (the “Company”) announced the promotion of Alejandro (Alex) Alvarez to the position of Senior Vice President and Chief Production Officer, effective February 1, 2014.  Mr. Alvarez, 45, has served as Vice President, General Manager of Tequila and Wine Operations since June 2013. Prior to that time, he served as General Manager of Brown-Forman Tequila Mexico Operations from November 2008 to June 2013 and Director of Louisville Production Operations from March 2007 to November 2008.

In connection with his promotion, Mr. Alvarez’s compensation will increase, effective February 1, 2014, as follows: annual salary, including holiday bonus, will increase to $309,375; and short-term and long-term incentive compensation opportunities at target will increase to $175,000 and $150,000, respectively. Mr. Alvarez’s long-term incentive compensation opportunity will be allocated among long-term cash and Class B common performance-based equity.

A more detailed description of the compensation the Company pays its executives is included in the “Executive Compensation” section of the Company’s Proxy Statement filed with the Securities and Exchange Commission on June 27, 2013, which description is incorporated herein by reference. There are no related party transactions involving Mr. Alvarez that are reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Alvarez’s promotion is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Brown-Forman Corporation Press Release dated December 18, 2013.

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)

December 18,  2013                                           /s/ Holli H. Lewis                                                                      

(Date)                                                                      Holli H. Lewis

Vice President, Assistant General Counsel –Corporate, and Assistant Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Brown-Forman Corporation Press Release dated December 18, 2013.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BROWN-FORMAN ANNOUNCES CHIEF PRODUCTION OFFICER

Louisville, KY, December 18, 2013 - Brown-Forman Corporation announced today that Alejandro (Alex) Alvarez has been named chief production officer and a member of the company’s Executive Leadership Team, effective February 1, 2014. Alvarez succeeds Jane Morreau who has been promoted to chief financial officer.

Alvarez currently serves as general manager of operations at Casa Herradura in Jalisco, Mexico, and oversees the Sonoma-Cutrer wine operations in California. He joined Brown-Forman in 2007 as director of Louisville Production Operations.

“Alex has the global experience and leadership capabilities to lead a world-class production operation such as Brown-Forman’s,” said Brown-Forman Chief Executive Officer Paul Varga.

Prior to joining Brown-Forman, Alvarez managed operations at General Mills, Pillsbury, and Procter & Gamble. He earned his degree in Electrical Engineering in 1991 from Iowa State University and will complete his Executive MBA from Kellogg (Northwestern University) in June 2014.

For more than 140 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel’s Tennessee Whiskey, Southern Comfort, Finlandia, Jack Daniel’s & Cola, Canadian Mist, Korbel, Gentleman Jack, el Jimador, Herradura, Sonoma-Cutrer, Chambord, New Mix, Tuaca, and Woodford Reserve. Brown-Forman’s brands are supported by nearly 4,000 employees and sold in approximately 160 countries worldwide. For more information about the company, please visit http://www.brown-forman.com/.

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,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “plan,” “potential,” “project,” “pursue,” “see,” “will,” “will continue,” and similar words identify 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 other factors include, but are not limited to:

·   Unfavorable global or regional economic conditions, and related low consumer confidence, high unemployment, weakcredit or capital markets, sovereign debt defaults, sequestrations, austerity measures, higher interest rates, politicalinstability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations

·   Risks associated with being a U.S.-based company with global operations, including political or civil unrest; local laborpolicies and conditions; protectionist trade policies; compliance with local trade practices and other regulations, includinganti-corruption laws; terrorism; and health pandemics

·   Fluctuations in foreign currency exchange rates

·   Changes in laws, regulations or policies - especially those that affect the production, importation, marketing, sale or consumption of our beverage alcohol products

·   Tax rate changes (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, capital gains) or changes in related reserves, changes in tax rules (e.g., LIFO, foreign income deferral, U.S. manufacturing and other deductions) or accounting standards, and the unpredictability and suddenness with which they can occur

·   Dependence upon the continued growth of the Jack Daniel’s family of brands

·   Changes in consumer preferences, consumption or purchase patterns - particularly away from brown spirits, our premium products, or spirits generally, and our ability to anticipate and react to them; decline in the social acceptability of beverage alcohol products in significant markets; bar, restaurant, travel or other on-premise declines

·   Production facility, aging warehouse or supply chain disruption; imprecision in supply/demand forecasting

·   Higher costs, lower quality or unavailability of energy, input materials or finished goods

·   Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, for result in implementation-related or higher fixed costs

·   Inventory fluctuations in our products by distributors, wholesalers, or retailers

·   Competitors’ consolidation or other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing or free goods), marketing, category expansion, product introductions, entry or expansion in our geographic markets or distribution networks

·   Risks associated with acquisitions, dispositions, business partnerships or investments - such as acquisition integration, or termination difficulties or costs, or impairment in recorded value

·   Insufficient protection of our intellectual property rights

·   Product counterfeiting, tampering, or recall, or product quality issues

·   Significant legal disputes and proceedings; government investigations (particularly of industry or company business, trade or marketing practices)

·   Failure or breach of key information technology systems

·   Negative publicity related to our company, brands, marketing, personnel, operations, business performance or prospects

·   Business disruption, decline or costs related to organizational changes, reductions in workforce or other cost-cutting measures, or our failure to attract or retain key executive or employee talent

For further information on these and other risks, please refer to the “Risk Factors” section of our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC.