8-K

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

EX-99.1

BROWN-FORMAN STOCKHOLDERS ELECT DIRECTORS AND BOARD APPROVES CASH DIVIDEND

July 25, 2024, LOUISVILLE, KY — Brown-Forman Corporation (NYSE: BFA, BFB) stockholders met today at the annual meeting of stockholders and elected the slate of directors recommended by the Board of Directors, as submitted in the company’s 2024 Proxy Statement. The stockholders also ratified the selection of Ernst & Young LLP as Brown-Forman's independent registered public accounting firm for fiscal year 2025.

W. Austin Musselman Jr., a fifth-generation descendant of Brown-Forman founder George Garvin Brown, was elected to the company’s Board of Directors, effective immediately. Mr. Musselman is the owner and manager of Ashbourne Farms, a fourth-generation working farm in La Grange, Kentucky. He is also the managing member of White Oak Investments LLC, a private holding company that developed Haymarket, a retail chain of stores with an emphasis on locally-sourced products. Mr. Musselman also serves on the Board of Directors for The Glenview Trust Company. He was a founding member of the Brown-Forman/Brown Family Shareholders Committee and was a founding board member of the Brown-Forman Foundation.

"Austin has shown commitment as a family shareholder for many years, and I am pleased to see him take a seat on the Brown-Forman Board of Directors," Campbell P. Brown, Chair of the Board, stated. "Not only does he add to our Board's financial and entrepreneurial acumen, but as a family shareholder he brings the long-term perspective that has given our company the resiliency to succeed for more than 150 years."

With his election to the Brown-Forman Board of Directors, Mr. Musselman joins three fifth-generation family members, including Elizabeth M. Brown, Marshall B. Farrer, and Campbell P.

Brown, Chair of the Board. He replaced Stuart R. Brown, who did not stand for re-election after nine years of service.

"On behalf of our Board and the family shareholders, we are grateful to Stuart for his years of service. He has provided a voice of stability and commitment during years of growth and change, balancing winning in the near term and creating value over generations," Brown commented.

Lawson E. Whiting, President and Chief Executive Officer added, “We are appreciative of Stuart for his time, knowledge, and dedication he brought to the Board of Directors, and we look forward to working with Austin as the newest member of the Board.”

In a subsequent meeting, the Board of Directors approved a regular quarterly cash dividend of $0.2178 per share on its Class A and Class B Common Stock. The dividend is payable on October 1, 2024, to stockholders of record on September 3, 2024. Brown-Forman, a member of the prestigious S&P 500 Dividend Aristocrats index, has paid regular quarterly cash dividends for 80 consecutive years and has increased the regular cash dividend for 40 consecutive years.

For more than 150 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel's Tennessee Whiskey, Jack Daniel's Ready-to-Drinks, Jack Daniel's Tennessee Honey, Jack Daniel's Tennessee Fire, Jack Daniel's Tennessee Apple, Gentleman Jack, Jack Daniel's Single Barrel, Woodford Reserve, Old Forester, Coopers’ Craft, The Glendronach, Benriach, Glenglassaugh, Slane, Herradura, el Jimador, New Mix, Korbel, Chambord, Fords Gin, Gin Mare, and Diplomático Rum. Brown-Forman’s brands are supported by approximately 5,700 employees globally and sold in more than 170 countries worldwide. For more information about the company, please visit brown-forman.com. Follow us on LinkedIn, Instagram, and X, formerly Twitter.

# # #

Important Information on Forward-Looking Statements:

This press release contains statements that are “forward-looking statements” as defined under U.S. federal securities laws. These forward-looking statements reflect management’s expectations or projections regarding future events and 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.

For further information on factors that could cause our actual results to differ materially from our historical experience or from our current expectations or projections, please refer to our public filings, including the “Risk Factors” section of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

XML

Document and Entity Information	Jul. 25, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 25, 2024
Entity Registrant Name	Brown-Forman Corporation
Entity Central Index Key	0000014693
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-00123
Entity Tax Identification Number	61-0143150
Entity Address, Address Line One	850 Dixie Highway,
Entity Address, City or Town	Louisville,
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40210
City Area Code	(502)
Local Phone Number	585-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock (voting), $0.15 par value
Trading Symbol	BFA
Security Exchange Name	NYSE
Nonvoting Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Common Stock (nonvoting), $0.15 par value
Trading Symbol	BFB
Security Exchange Name	NYSE
One Point Two Percent Notes Due in Fiscal Two Thousand Twenty Seven [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.200% Notes due 2026
Trading Symbol	BF26
Security Exchange Name	NYSE
Two Point Six Percent Notes Due in Fiscal Two Thousand Twenty Nine [Member]
Entity Information [Line Items]
Title of 12(b) Security	2.600% Notes due 2028
Trading Symbol	BF28
Security Exchange Name	NYSE