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):
November 21, 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) |
Registrants 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 November 22, 2013, Brown-Forman Corporation (the Company) announced that Donald C. Berg, Executive Vice President and Chief Financial Officer, will retire from employment with the Company effective April 30, 2014. Mr. Berg will hand off his duties as Chief Financial Officer to his successor effective January 31, 2014, and will assist with the orderly transition of his responsibilities through his retirement date.
Also on November 22, 2013, the Company announced the promotion of Jane C. Morreau to the position of Executive Vice President and Chief Financial Officer, effective February 1, 2014. Ms. Morreau, 54, has served as Senior Vice President, Chief Production Officer and Head of Information Technology since January 2013. Prior to that time, she served as Senior Vice President, Director of Financial Management, Accounting and Technology from 2008 through 2012, and as Senior Vice President and Controller from 2006 to 2008. For Ms. Morreau, the information required by Item 5.02(c)(2) of Form 8-K is incorporated herein by reference to the Companys definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2013.
In connection with her promotion, Ms. Morreaus compensation will increase effective February 1, 2014, as follows: annual salary, including holiday bonus, will increase to $520,833; and short-term and long-term incentive compensation opportunities at target will increase to $360,000 and $700,000, respectively. Ms. Morreaus long-term incentive compensation opportunity is allocated among long-term cash, Class B common stock-settled stock appreciation rights, and Class A common performance-based restricted stock. A more detailed description of the compensation the Company pays its named executive officers, including Ms. Morreau, is included in the Executive Compensation section of the Companys Proxy Statement filed with the Securities and Exchange Commission on June 27, 2013, which description is incorporated herein by reference.
A copy of the press release announcing Mr. Bergs retirement and Ms. Morreaus promotion is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Brown-Forman Corporation Press Release dated November 22, 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) | ||||||
November 22, 2013 | /s/ Holli H. Lewis | |||||
(Date) | Holli H. Lewis | |||||
Vice President, Assistant General Counsel Corporate, and Assistant Corporate Secretary |
Exhibit Index
Exhibit |
Description | |
99.1 | Brown-Forman Corporation Press Release dated November 22, 2013 |
Exhibit 99.1
NEWS RELEASE | ||
FOR FURTHER INFORMATION:
|
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PHIL LYNCH VICE PRESIDENT DIRECTOR CORPORATE COMMUNICATIONS AND PUBLIC RELATIONS 502-774-7928 |
JAY KOVAL VICE PRESIDENT DIRECTOR INVESTOR RELATIONS 502-774-6903 |
FOR IMMEDIATE RELEASE
BROWN-FORMAN ANNOUNCES RETIREMENT OF DON BERG;
JANE MORREAU TO BECOME CFO IN 2014
LOUISVILLE, KY, November 22, 2013 Brown-Forman Corporation announced today that Chief Financial Officer Don Berg is retiring from the company at the end of the current fiscal year, April 30, 2014. He will hand off his duties as CFO to his successor on January 31, 2014 and will assist in the orderly transition of the CFO responsibilities through his retirement date.
Dons leadership of the companys financial operations as CFO over the last six years can be measured simply by viewing the companys results over that period, said Brown-Forman Chief Executive Officer Paul Varga. During a period of great global economic instability, Brown-Forman performed at the top of the global spirits industry and generated superb total shareholder returns. Don and his team were a major factor in these results and we thank him.
Berg served in a variety of leadership roles during his 25 years with the company, including leading the companys first emerging markets organization (then known as the Advancing Markets Group). He also led the companys spirits business across the Americas, and oversaw corporate development, corporate strategy, and corporate finance before becoming chief financial officer in 2008.
As part of this transition, Brown-Forman also announced that Jane Morreau has been named to succeed Berg as executive vice president and chief financial officer, effective February 1, 2014.
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BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM
With over 20 years of business and financial experience at Brown-Forman, Jane is well prepared to become our new CFO, stated Varga. She has a deep and broad knowledge of our business and very strong analytical skills. Alongside this, she is highly committed to leadership development and I am confident Jane will build on Dons and the companys reputation for financial excellence.
Morreau has been with Brown-Forman for over 22 years, most recently in a leadership developmental assignment as senior vice president and chief production officer. Prior to becoming chief production officer early this year, she was SVP, chief accounting officer and director of finance, accounting and technology, where she directed the financial management of the companys sales, marketing, production, and technology functions. Morreau was also Bergs most senior direct report throughout the first five years of his service as CFO. Before joining Brown-Forman, Morreau spent over 11 years at Kentucky Fried Chicken Corporation (now known as YUM! Brands). She is a CPA and earned both a bachelors of science degree in commerce, with a major in accounting, and an MBA from the University of Louisville.
Morreaus successor as chief production officer will be announced in the near future.
For more than 140 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniels Tennessee Whiskey, Southern Comfort, Finlandia, Jack Daniels & Cola, Canadian Mist, Korbel, Gentleman Jack, el Jimador, Herradura, Sonoma-Cutrer, Chambord, New Mix, Tuaca, and Woodford Reserve. Brown-Formans 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/.
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BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM 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, weak credit or capital markets, sovereign debt defaults, sequestrations, austerity measures, higher interest rates, 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 political or civil unrest; local labor policies and conditions; protectionist trade policies; compliance with local trade practices and other regulations, including anti-corruption laws; terrorism; and health pandemics |
| Fluctuations in foreign currency exchange rates |
| Changes in laws, regulations or policiesespecially 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 Daniels family of brands |
| Changes in consumer preferences, consumption or purchase patternsparticularly 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 investmentssuch 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.
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BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM
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