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):
August 2, 2006 (July 27, 2006)
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
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002-26821
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61-0243150 |
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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850
Dixie Highway, Louisville, Kentucky |
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40210 |
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(Address
of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (502) 585-1100
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 (see General Instruction
A.2. below):
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))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On July 27, 2006, the Board of Directors of Brown-Forman Corporation (the “Company”) approved the
compensation for the Company’s non-employee directors as set forth on Exhibit 10(k).
On July 27, 2006, the Compensation Committee (the “Committee”) of the Board of Directors of the
Company, in conjunction with the Compensation and Benefits Committee of the Company, set the
compensation of the persons who are anticipated to constitute the Company’s named executive
officers for fiscal 2007 as set forth on Exhibit 10(k). All of the Company’s executive officers are
at will employees. Base salary increases become effective with respect to the CEO and Chairman on
August 1, 2006 and with respect to the other named effective officers as of July 1, 2006. Targeted
bonuses for performance periods beginning in fiscal 2007, as well as the goals on which those
bonuses will be based, were also approved at this time.
Also on
July 27, 2006, the Committee amended the Form Employee
Stock Appreciation Right Award, the Form Non-Employee Director Stock
Appreciation Right Award, the Form Employee Non-Qualified Stock
Option Award and the Form Non-Employee Director Non-Qualified Stock Option
Award, each of which is attached hereto (as amended) as
an Exhibit, and incorporated herein by
reference. Each of these form award
agreements was amended to revise the provisions relating to adjustments to the awards required in
connection with a recapitalization, stock split or similar event, and
the Form Employee Non-Qualified Stock
Option Award and the Form Non-Employee Director’s Non-Qualified Stock Option Award
were amended to include a “net-exercise” method of exercise.
Item 9.01. Financial Statements and Exhibits
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Not applicable. |
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Not applicable. |
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Not applicable. |
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Exhibits. |
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(g) |
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Form Employee Stock Appreciation Right Award |
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(h) |
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Form Employee Nonqualified Stock Option Award |
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(i) |
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Form Non-Employee
Director Stock Appreciation Right Award |
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(j) |
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Form Non-Employee
Director’s Nonqualified Stock Option Award |
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(k) |
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Summary of Director and Named
Executive Officer Compensation |