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) |
Name of Nominee | For | Against | Abstain | Broker Non-Votes |
Patrick Bousquet-Chavanne | 77,219,380 | 254,160 | 35,254 | 3,322,749 |
Campbell P. Brown | 76,146,780 | 1,297,771 | 64,243 | 3,322,749 |
Geo. Garvin Brown IV | 76,007,408 | 1,437,539 | 63,847 | 3,322,749 |
Stuart R. Brown | 76,277,499 | 1,167,379 | 63,916 | 3,322,749 |
Bruce L. Byrnes | 77,078,273 | 362,612 | 67,909 | 3,322,749 |
John D. Cook | 76,931,977 | 507,557 | 69,260 | 3,322,749 |
Marshall B. Farrer | 76,113,221 | 1,327,869 | 67,704 | 3,322,749 |
Laura L. Frazier | 74,800,560 | 1,196,222 | 1,512,012 | 3,322,749 |
Augusta Brown Holland | 76,257,291 | 1,181,875 | 69,628 | 3,322,749 |
Michael J. Roney | 77,369,592 | 104,709 | 34,493 | 3,322,749 |
Michael A. Todman | 76,966,118 | 507,374 | 35,302 | 3,322,749 |
Paul C. Varga | 76,241,328 | 1,200,725 | 66,741 | 3,322,749 |
For | Against | Abstain | ||
78,645,397 | 2,121,517 | 64,629 |
Exhibit No. | Description | |
10.1 | Form of Employee Stock-Settled Stock Appreciation Right Award Agreement | |
10.2 | Form of Performance-Based Restricted Stock Unit Award Agreement (Class A) | |
10.3 | Form of Performance-Based Restricted Stock Unit Award Agreement (Class B) | |
99.1 | Brown-Forman Corporation Press Release dated July 28, 2016. |
BROWN-FORMAN CORPORATION | |
(Registrant) | |
Date: August 1, 2016 | /s/ Michael E. Carr, Jr. |
Michael E. Carr, Jr. | |
Vice President, Managing Attorney and Assistant Corporate Secretary |
Exhibit No. | Description | |
10.1 | Form of Employee Stock-Settled Stock Appreciation Right Award Agreement | |
10.2 | Form of Performance-Based Restricted Stock Unit Award Agreement (Class A) | |
10.3 | Form of Performance-Based Restricted Stock Unit Award Agreement (Class B) | |
99.1 | Brown-Forman Corporation Press Release dated July 28, 2016. |
SUMMARY | |
Participant: | |
Grant Date: | July 28, 2016 |
First Exercise Date: | May 1, 2019 |
Expiration Date: | April 30, 2026 |
Number of Shares: | |
Class of Shares: | Brown-Forman Corporation Class B Common |
Grant Price: | $ |
A) | the appreciated value of one Class B Common Share, calculated as the Fair Market Value of one Class B Common Share on the date of exercise minus the Grant Price as shown above; by |
B) | the number of Class B Common Shares with respect to which the SSAR is exercised. |
A) | Retirement. “Retirement” means termination of employment on or after reaching age 55 with at least five (5) full years of service, or on or after reaching age 65 with any service. If the Participant terminates employment by reason of Retirement, this SSAR will continue in force until the earlier of (a) the Expiration Date; or (b) the end of seven years following the date of Retirement; provided however, that if the Participant terminates employment by reason of Retirement during fiscal 2017, the number of Shares subject to this SSAR shall be prorated based upon the number of whole months worked during fiscal 2017 prior to Retirement (out of a 12 month year), with the remaining portion being immediately canceled and forfeited. Retirement does not affect the First Exercise Date of this SSAR. |
B) | Death/Disability. If the Participant dies or terminates employment due to Disability (“Disability” to be determined by the Plan Administrator in its sole discretion in accordance with Section 2.16 of the Plan), the SSAR will become immediately exercisable (if not already exercisable) and must be exercised by the earlier of (a) the Expiration Date or (b) the end of five years following the date of death or termination of employment due to Disability. If the Participant dies or terminates employment due to Disability during fiscal 2017, the number of Shares with respect to which this SSAR shall become exercisable pursuant to the first sentence of this Section 5(B) shall be prorated based upon the number of whole months worked during fiscal 2017 prior to death/termination of employment due to Disability (out of a 12 month year), with the remaining portion being immediately canceled and forfeited. An exercisable SSAR shall be exercised by the person(s) named as the Participant’s beneficiary(ies), or, if the Participant has not named one or more beneficiaries, by whoever has acquired the Participant’s rights by will or by the laws of descent and distribution. |
C) | Involuntary Termination without Cause. A SSAR granted to a Participant whose employment is involuntarily terminated by the Employer without Cause will continue in force until the later of (a) twelve months following the date of termination; or (b) twelve months following the First Exercise Date, but no later than the Expiration Date; provided however, that if the Participant’s employment is involuntarily terminated without Cause during fiscal 2017, the number of Shares subject to this SSAR shall be prorated based upon the number of whole months worked during fiscal 2017 prior to termination (out of a 12 month year), with the remaining portion being immediately canceled and forfeited. Involuntary termination without Cause does not affect the First Exercise Date of this SSAR. |
D) | Voluntary Termination. A SSAR granted to a Participant who terminates employment voluntarily prior to the First Exercise Date shall expire immediately as of the date and time of such termination and may not be exercised. A SSAR granted to a Participant who terminates employment voluntarily on or after the First Exercise Date shall continue in force until the earlier of (a) the Expiration Date or (b) the end of thirty days following the date of termination (provided, however, where necessary, the thirty-day period may be delayed or bifurcated because of required trading black-out periods). |
A) | This Award and the Participant’s rights under it are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as any Administrative Guidelines the Plan Administrator may adopt. The Plan Administrator may impose such restrictions on any Shares acquired pursuant to the exercise of the SSAR as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. The Plan Administrator in conjunction with the Company’s compliance officer may designate periods during which the SSAR may not be exercised by Participants. |
B) | Subject to the provisions of the Plan, the Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award, without the written consent of the Participant. |
C) | The Participant agrees to take all steps necessary to comply with all applicable Federal and state securities law in exercising his or her rights under this Award. |
D) | This Award shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. |
E) | The Company’s obligations under the Plan and this Award, with respect to the SSAR, shall bind any successor to the Company, whether succession results from a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. |
F) | To the extent not preempted by Federal law, this Award shall be governed by, and construed in accordance with, the laws of the State of Delaware. |
G) | At all times when IRC Section 162(m) applies, all Awards to Designated Executive Officers shall comply with its requirements, unless the Plan Administrator determines that compliance is not desired or necessary for any Award or Awards. To that end, the Plan Administrator may make such adjustments it deems appropriate for a specific Award or Awards. |
H) | This Award is subject to the terms of the Plan and Administrative Guidelines promulgated under it from time to time. In the event of a conflict between this document and the Plan, the Plan document as well as any determinations made by the Plan Administrator as authorized by the Plan document, shall govern. |
I) | In addition, the Participant agrees that the SSAR shall be administered and settled as required for the SSAR to be deemed not to be deferred compensation subject to the provisions of IRC Section 409A or the Treasury Regulations promulgated thereunder. Although the Company intends to take such actions so as to allow the Award to avoid adverse tax treatment pursuant to Section 409A of the Code and otherwise, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on the Participant. |
J) | THIS AWARD IS SUBJECT TO THE BROWN-FORMAN CORPORATION INCENTIVE COMPENSATION RECOUPMENT POLICY. BY ACCEPTING THIS GRANT, THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS BEEN PROVIDED WITH A COPY OF SUCH INCENTIVE COMPENSATION RECOUPMENT POLICY AND UNDERSTANDS THE TERMS AND CONDITIONS THEREOF. |
SUMMARY | |
Participant: | |
Award Date: | July 28, 2016 |
Performance Period | May 1, 2016 through April 30, 2019 |
Target Number of RSUs: | |
Threshold Number of RSUs: | 50% of Target |
Maximum Number of RSUs: | 150% of Target |
Peer Group Relative Performance | Percentage of Target Number of RSUs that become Realized RSUs |
30th percentile or below | 50% |
55th percentile | 100% |
80th percentile | 150% |
SUMMARY | |
Participant: | |
Award Date: | July 28, 2016 |
Performance Period | May 1, 2016 through April 30, 2019 |
Target Number of RSUs: | |
Threshold Number of RSUs: | 50% of Target |
Maximum Number of RSUs: | 150% of Target |
Peer Group Relative Performance | Percentage of Target Number of RSUs that become Realized RSUs |
30th percentile or below | 50% |
55th percentile | 100% |
80th percentile | 150% |
![]() | NEWS RELEASE | |||
PHIL LYNCH | JAY KOVAL | |||
VICE PRESIDENT | VICE PRESIDENT | |||
DIRECTOR CORPORATE COMMUNICATIONS | DIRECTOR INVESTOR | |||
AND PUBLIC RELATIONS | RELATIONS | |||
502-774-7928 | 502-774-6903 |
• | Unfavorable global or regional economic conditions, and related low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, 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 commercial, political and financial risks; local labor policies and conditions; protectionist trade policies or economic or trade sanctions; compliance with local trade practices and other regulations, including anti-corruption laws; terrorism; and health pandemics |
• | Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar |
• | Changes in laws, regulations, or policies - especially those that affect the production, importation, marketing, labeling, pricing, distribution, 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 (for example, 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 larger producers in favor of smaller distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; bar, restaurant, travel or other on-premise declines; shifts in demographic trends; unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation |
• | Decline in the social acceptability of beverage alcohol products in significant markets |
• | Production facility, aging warehouse or supply chain disruption |
• | Imprecision in supply/demand forecasting |
• | Higher costs, lower quality or unavailability of energy, water, raw materials, product ingredients, labor or finished goods |
• | Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher implementation-related or 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, or 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 |
• | Inadequate protection of our intellectual property rights |
• | Product recalls or other product liability claims; product counterfeiting, tampering, contamination, 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 |
• | Failure to attract or retain key executive or employee talent |
• | Our status as a family “controlled company” under New York Stock Exchange rules |
'13QWJHBY?1]JZK](?>>+[LXX,,1GRR'4
MPX.[D!XD7;$NG3M2.9S:N
M>DU^&WE^GD^ZRN,\9NR70\]'BPNIZ876TS9D==\+=!ZO[,<*6D6H1#XL7,X]
MI=7IXX->R1#R:I"12EP[*/R7.9?,<0^^OIQJGOK^@O)H#
X&]#^+&JP7D)C/$CX;_ %7 S;5//RLV4ME!.5=Y[,7%];:9.(0$
M$6?*&\(Z*].*M:3VC #,DRTW]%":\AO].98;T[9HCL60]->8X6VU70[F]R;!
M=0+F;RY:@]^#;Z7H\VG\78][>?#R#J7#'-Q[R8?'N/U5ZL7"06LUS-/%(L0B
M%:,105KVXG>\TNXX-Q%EJ@#4-:CGP]K