Brown-Forman Files 8-K: Shareholder Votes, Reg FD, and Debt Notes

Ticker: BF-B · Form: 8-K · Filed: Jul 25, 2024 · CIK: 14693

Sentiment: neutral

Topics: corporate-governance, debt-issuance, financial-reporting

Related Tickers: BF.B

TL;DR

BF-B files 8-K: Shareholder votes, Reg FD, and debt notes due 2027 & 2029.

AI Summary

On July 25, 2024, Brown-Forman Corporation filed an 8-K report detailing the submission of matters to a vote of security holders, a Regulation FD disclosure, and financial statements. The filing also references specific debt instruments, including 1.2% notes due in fiscal 2027 and 2.6% notes due in fiscal 2029.

Why It Matters

This filing provides crucial updates on Brown-Forman's corporate governance and financial activities, including details about upcoming shareholder votes and existing debt obligations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and financial information, not indicating any immediate operational or financial distress.

Key Numbers

Key Players & Entities

FAQ

What specific matters will be submitted to a vote of security holders?

The filing indicates that matters will be submitted to a vote, but the specific details of these matters are not elaborated upon in the provided text.

What is the purpose of the Regulation FD disclosure mentioned in the filing?

The filing states it is a Regulation FD disclosure, which typically means the company is disseminating material non-public information broadly to avoid selective disclosure.

What are the principal terms of the 1.2% notes due in fiscal 2027?

The filing identifies the existence of 1.2% notes due in fiscal 2027, but does not provide further details on principal amount or other terms.

What are the principal terms of the 2.6% notes due in fiscal 2029?

The filing identifies the existence of 2.6% notes due in fiscal 2029, but does not provide further details on principal amount or other terms.

Does this 8-K filing include updated financial statements?

Yes, the filing explicitly lists 'Financial Statements and Exhibits' as an item information, indicating updated financial information is included.

Filing Stats: 796 words · 3 min read · ~3 pages · Grade level 9.7 · Accepted 2024-07-25 16:04:09

Key Financial Figures

Filing Documents

07. Submission of Matters to a Vote of Security Holders

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

01. Regulation FD Disclosure

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.

01. Financial Statements and Exhibits

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

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

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