BF.B Brown Forman Corp

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 24, 2014

Brown-Forman Corporation

(Exact name of Registrant as Specified in its Charter)

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:

Item 5.07. Submission of Matters to a Vote of Security Holders.

Brown-Forman Corporation (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on July 24, 2014. The matters submitted to a vote of the Class A common stockholders at the Annual Meeting and the voting results therefor 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. The following is a breakdown of the voting results:

Proposal 2: Advisory Vote on Executive Compensation

At the Annual Meeting, the Class A common stockholders also approved a non-binding advisory vote on executive compensation. The following is a breakdown of the voting results:

Item 7.01. Regulation FD Disclosure.

On July 24, 2014, the Company issued a press release commenting on its fiscal 2014 performance and announcing that at its Annual Meeting, Brown-Forman Class A common stockholders elected directors for the coming year and approved a non-binding advisory vote on executive compensation. In addition, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.29 cents per share on its Class A and Class B common stock, payable on October 1, 2014, to stockholders of record on September 8, 2014. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

EXHIBIT INDEX

Exhibit 99.1

FOR IMMEDIATE RELEASE

BROWN-FORMAN SHAREHOLDERS CELEBRATE RECORD RESULTS IN FISCAL 2014

Directors Elected; Executive Compensation Approved; Dividend Declared

LOUISVILLE, KY, JULY 24, 2014 – Brown-Forman Corporation’s shareholders met today at the regularly scheduled annual meeting of shareholders and celebrated fiscal 2014’s record results, one of the company’s most successful years in its 144-year history. During the meeting, shareholders elected the following individuals to serve on the company’s Board of Directors for the coming year: Joan C. Lordi Amble; Patrick Bousquet-Chavanne; Geo. Garvin Brown IV; Martin S. Brown, Jr.; Bruce L. Byrnes; John D. Cook; Sandra A. Frazier; Michael J. Roney; Dace Brown Stubbs; Michael A. Todman; Paul C. Varga; and James S. Welch, Jr.

Garvin Brown, chairman of the Board of Directors, chaired the annual meeting. He thanked the company’s shareholders for their continued support and congratulated Paul Varga, his leadership team, and all other Brown-Forman employees for their contributions to another year of outstanding results in fiscal 2014.

Brown also welcomed two new members to the Board of Directors: Michael Todman, who was nominated to serve on the Board in June of 2014; and Michael Roney, who joined the Board in March of 2014 and attended his first annual shareholders meeting today.

In a nonbinding advisory vote, shareholders approved the compensation of the company’s Named Executive Officers named in the proxy statement.

(more)

BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM

Paul Varga, chairman and CEO, discussed the company’s strong performance in fiscal 2014 and over the last decade, noting that Brown-Forman’s underlying operating income growth far exceeded the rate of growth of its industry and other relevant benchmarks, and that the company’s 22% Return on Invested Capital was also at the top of the distilled spirits industry. “These consistently strong results were led by the remarkable Jack Daniel’s trademark, our portfolio skew to premium North American whiskey, and the continued globalization of our company.”

Varga continued, “We delivered yet another strong year of returns for our shareholders in fiscal 2014, which helped drive total shareholder return of 17% per year over the last decade, more than twice the S&P 500.” He paid tribute to Brown-Forman’s 4,200 employees worldwide in producing these stellar results.

In a subsequent meeting, the Board of Directors approved a regular quarterly cash dividend of 29 cents per share on Class A and Class B Common Stock. Stockholders of record on September 8, 2014, will receive the cash dividend on October 1, 2014. With this dividend, Brown-Forman will have paid regular quarterly cash dividends for 69 consecutive years. The company has also increased the regular cash dividend for 30 consecutive years.

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, Jack Daniel’s Tennessee Honey, 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 4,200 employees and sold in more than 160 countries worldwide. For more information about the company, please visit http://www.brown-forman.com/.

# # #

BROWN-FORMAN CORPORATION 850 DIXIE HIGHWAY, LOUISVILLE, KY 40210 E-MAIL: BROWN-FORMAN@B-F.COM WWW.BROWN-FORMAN.COM

Brown Forman (NYSE:BF.B)
Historical Stock Chart
From Jun 2024 to Jul 2024

Brown Forman (NYSE:BF.B)
Historical Stock Chart
From Jul 2023 to Jul 2024