Document


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 27, 2017

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o







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

On July 27, 2017, Brown-Forman Corporation (the "Company") held its 2017 Annual Meeting of Stockholders (the "Annual Meeting"). The matters submitted to a vote of the Class A common stockholders at the Annual Meeting and the voting results of such matters are as follows:

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:
Name of Nominee
For
Against
Abstain
Broker
Non-Votes
Patrick Bousquet-Chavanne
155,279,623
1,063,857
27,417
Campbell P. Brown
154,089,713
2,266,196
14,986
Geo. Garvin Brown IV
153,735,597
2,623,467
11,831
Stuart R. Brown
154,005,707
2,339,078
21,709
Bruce L. Byrnes
155,420,031
928,335
22,530
John D. Cook
154,735,870
1,606,463
28,563
Marshall B. Farrer
154,027,503
2,319,287
24,105
Laura L. Frazier
154,299,168
2,057,245
14,483
Kathleen M. Gutmann
155,765,983
578,484
26,430
Augusta Brown Holland
154,320,013
2,036,354
14,327
Michael J. Roney
155,715,436
632,985
22,476
Michael A. Todman
152,221,117
4,118,879
30,900
Paul C. Varga
154,941,769
1,416,830
12,295

Advisory Vote on Executive Compensation

At the Annual Meeting, the Class A common stockholders approved, on a nonbinding advisory basis, the compensation of the Company's Named Executive Officers. The following is a breakdown of the voting results:

For
 
Against
 
Abstain
 
Broker
Non-Votes
154,926,463
 
1,089,762
 
354,670
 

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

At the Annual Meeting, the Class A common stockholders recommended, on a nonbinding advisory basis, a frequency of three years for future advisory votes on executive compensation. The following is a breakdown of the voting results:
3 Years
 
2 Years
 
1 Year
 
Abstain
137,973,550
 
322,495
 
17,982,568
 
56,939







Item 7.01 Regulation FD Disclosure.

On July 27, 2017, the Company issued a press release commenting on its fiscal 2017 performance and announcing that at its Annual Meeting the Company's Class A common stockholders elected directors for the coming year, approved a nonbinding advisory vote on executive compensation, and recommended, on a nonbinding advisory basis, three years as the frequency for future advisory votes on executive compensation. A copy of this press release is attached hereto as Exhibit 99.1.  

The information furnished pursuant to 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 (the "Exchange Act"), as amended, and shall not 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 27, 2017.







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: August 1, 2017
/s/ Michael E. Carr, Jr.
 
Michael E. Carr, Jr.
 
Vice President, Managing Attorney and Assistant Corporate Secretary




                        








EXHIBIT INDEX


 
Exhibit No.
 
Description
99.1
 
Brown-Forman Corporation Press Release dated July 27, 2017.