SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 24, 2018
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
850 Dixie Highway, Louisville, Kentucky
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (502) 585-1100
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2018, the Board of Directors (“Board”) of Brown-Forman Corporation (the “Company”) appointed Lawson E. Whiting, currently Executive Vice President and Chief Operating Officer, as the Company’s Chief Executive Officer, effective January 1, 2019. Mr. Whiting will succeed Paul C. Varga who has announced his retirement as Chief Executive Officer after a distinguished 31 years of service to the Company, effective December 31, 2018. Mr. Varga will remain on the Board of Directors of the Company and is expected to stand for re-election at the upcoming Annual Meeting of Stockholders to be held on July 26, 2018.
Mr. Whiting, age 49, has served as Executive Vice President and Chief Operating Officer since October 2017. Prior to that time, he served as Executive Vice President and Chief Brands and Strategy Officer from 2015 to 2017, Senior Vice President and Chief Brands Officer from 2013 to 2015, and Senior Vice President and Managing Director for Western Europe from 2011 to 2013.
A copy of the press release announcing Mr. Whiting’s appointment and Mr. Varga’s retirement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Brown-Forman Corporation Press Release dated May 29, 2018.
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.
Date: May 29, 2018
/s/ Michael E. Carr, Jr.
Michael E. Carr, Jr.
Vice President, Managing Attorney and Assistant Corporate Secretary