June 28, 2016

Dear Brown-Forman Stockholder:

It is our pleasure to invite you to attend Brown-Forman Corporation’s 2016 Annual Meeting of Stockholders, which will be held at the Brown-Forman Conference Center in Louisville, Kentucky, onThursday, July 28, 2016, at 9:30 A.M. (Eastern Daylight Time). Please see the Notice of Annual Meeting on the next page for more information about this location and our admission procedures.

Your vote is important to us.We urge you to complete and return your proxy card or to vote by telephone or online as soon as possible, even if you plan to attend the Annual Meeting.

We hope to see you on July 28.

It is our pleasure to invite you to attend Brown-Forman Corporation’s 2019 Annual Meeting of Stockholders, which will be held at the Brown-Forman Conference Center in Louisville, Kentucky, onThursday, July 25, 2019, at 9:30 A.M. (Eastern Daylight Time). Please see the Notice of Annual Meeting on the next page for more information about this location and our admission procedures.

Your vote is important to us.Please complete and return your proxy card, or vote by telephone or online as soon as possible, even if you plan to attend the Annual Meeting.

We hope to see you on July 25. On behalf of the Board of Directors, thank you for your continued support.

Very truly yours,

Paul C. Varga,

Chairman and Chief Executive Officer

Geo. Garvin Brown IV, Chairman of the Board of Directors	Lawson E. Whiting, President and Chief Executive Officer

 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are holding this meeting for the following purposes:

ADMISSION PROCEDURES

We are committed to providing a safe, secure environment for our stockholders, directors, employees, and guests. To that end, please observe the following procedures if you plan to attend the Annual Meeting.

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Table of ContentsProxy Summary

In this section, we highlight certain information about matters discussed in this Proxy Statement. As it is only a summary, we encourage you to read the entire Proxy Statement before voting.

Annual Meeting of StockholdersANNUAL MEETING OF STOCKHOLDERS

Proposals for Stockholder VotingPROPOSAL FOR STOCKHOLDER VOTING

Proposal		Our Board’s voting recommendation			Where to find details
Election of 12fourteen directors		FOR all nominees		Pages 14–18
Amendment of Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock		FOR		Pages 19–2116–20

Performance and Compensation HighlightsPERFORMANCE AND COMPENSATION HIGHLIGHTS

We believe that our executive compensation program continues to attract, motivate, reward, and retain a talented and diverse team of executives. These individuals lead us in our efforts to be the best brand builder in the spirits industry, and enable us to deliver superior and sustainable value for our stockholders. The incentive payouts to our executives described in this Proxy Statement reflect our solid performance both during the most recent fiscal 2016.year and over time.

The following charts compare trends in our Company performance with respect to total shareholder return (TSR), diluted earnings per share, and underlying operating income growth with trends in the compensation of our former Chief Executive Officer, Paul Varga.C. Varga, and current Chief Executive Officer, Lawson E. Whiting. These metrics reflect exceptional long-term value generated for our stockholders, and the charts show how our compensation strategy aligns with that performance.

Our Performance in Fiscal 2016:OUR PERFORMANCE IN FISCAL 2019:

(compound annual growth rate; Class B common stock)	TSR     Earnings Per Share	Underlying Operating Income(2)(1)(compound annual growth rate)		CEO Total Compensation(3) (2)
(compound annual growth rate; Class B common stock)	(compound annual growth rate)	(in $ millions)

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PROXY SUMMARY  |  OUR DIRECTOR NOMINEES TO THE BOARD

 

Our Director Nominees to the BoardOUR DIRECTOR NOMINEES TO THE BOARD

Class A stockholders are being asked to vote on the election of the twelvefourteen directors named below. More details about each director’s background, skills, and expertise can be found below under “Proposal 1: Election“Election of Directors” beginning on page 14. Three new directors16. On December 31, 2018, our former Chairman and Chief Executive Officer, Paul C. Varga, retired from his role as an employee and officer of Brown-Forman, but continues to serve as a member of the Brown family, Campbell P. Brown, Marshall B. Farrer, and Laura L. Frazier, joinedBoard through the upcoming Annual Meeting to be held on July 25, 2019 (the Annual Meeting). In anticipation of Mr. Varga’s retirement, Lawson E. Whiting was appointed to the Board on May 26, 2016. Martin S. Brown, Jr.,November 15, 2018, and Sandra A. Frazier, each a current Brown family director, Joan C. Lordi Amble, a current independent director, and James S. Welch, Jr., a director who recently retired from Company management, will not stand for re-election at the Annual Meeting.became Chief Executive Officer of Brown-Forman on January 1, 2019.

 

Board Nominees

 

			Committee Membership
Nominee Name, Age & Occupation	Director Since	Director Category	Audit	Comp	Corp Gov & Nom	Exec
Patrick Bousquet-Chavanne,AGE 58 Executive Director of Customer, Marketing and M&S.com, Marks and Spencer Group PLC	2005	I		C	•
Campbell P. Brown, AGE 48 President and Managing Director of Old Forester, Brown-Forman Corporation	2016	B, M
Geo. Garvin Brown IV, AGE 47 Chairman of the Board, Brown-Forman Corporation	2006	B			•	C
Stuart R. Brown, AGE 51 Managing Partner, Typha Partners, LLC	2015	B
Bruce L. Byrnes, AGE 68 Retired, Vice Chairman of the Board, The Procter & Gamble Company	2010	I	•		•
John D. Cook, AGE 63 Lead Independent Director; Director Emeritus of McKinsey & Company	2008	I	•	•	C	•
Marshall B. Farrer, AGE 45 Vice President and Managing Director of Global Travel Retail, Brown-Forman Corporation	2016	B, M
Laura L. Frazier, AGE 58 Owner and Chairman, Bittners LLC	2016	B
Augusta Brown Holland, AGE 40 Founding Partner, Haystack Partners LLC	2015	B
Michael J. Roney, AGE 62 Retired, Chief Executive, Bunzl plc	2014	I		•
Michael A. Todman, AGE 58 Retired, Vice Chairman, Whirlpool Corporation	2014	I	C
Paul C. Varga, AGE 52 Chairman & CEO, Brown-Forman Corporation	2003	M				•

Committee Membership

Nominee Name & Occupation

Age

Director Since

Director Category

Audit

Comp

Corp Gov & Nom

Exec

Patrick Bousquet-Chavanne

Chief Executive Officer, Emaar Malls

61

2005

I

•

•

Campbell P. Brown

Senior Vice President, President and Managing Director of Old Forester, Brown-Forman

51

2016

B, M

Geo. Garvin Brown IV

Chairman of the Board, Brown-Forman

50

2006

B

•

C

Stuart R. Brown

Managing Partner, Typha Partners, LLC

54

2015

B

Bruce L. Byrnes

Retired Vice Chairman of the Board, The Procter & Gamble Company

71

2010

I

•

•

John D. Cook

Director Emeritus of McKinsey & Company

66

2008

I

•

C

•

Marshall B. Farrer

Senior Vice President, Managing Director of GTR and Developed APAC Region, Brown-Forman

48

2016

B, M

Laura L. Frazier

Owner and Chairman, Bittners LLC

61

2016

B

Kathleen M. Gutmann

Chief Sales and Solutions Officer, United Parcel Service, Inc.

50

2017

I

•

Augusta Brown Holland

Founding Partner, Haystack Partners LLC

43

2015

B

Michael J. Roney

Retired Chief Executive Officer, Bunzl plc

65

2014

I

C

Tracy L. Skeans

Chief Transformation and People Officer, Yum! Brands, Inc.

46

2018

I

•

Michael A. Todman

Retired Vice Chairman, Whirlpool Corporation

61

2014

I

C

Lawson E. Whiting

President and Chief Executive Officer, Brown-Forman

51

2018

M

•

 

B=Brown Family Director   M=Management Director   I=Independent Director   C=Chair•=Committee Member

 

FISCAL 2019

22% RETURN ON INVESTED CAPITAL(1)		$310MM TOTAL DIVIDENDS		$200MM SHARE REPURCHASES		“In addition toOur prospects for delivering solid short-term results in fiscal 2016, I believesustained growth remain bright as we develop our premium spirits portfolio around the year will be remembered as distinctive for the work we undertook to position the company for success in 2025world, led by Jack Daniel’s and beyond.Woodford Reserve.” Lawson E. Whiting, President and Chief Executive Officer
							FISCAL 2016
					23%			Return on Invested Capital (1)
	$266M		Dividends
— Paul Varga, Chairman and CEO		$1.1B		Share Repurchases

(1)

Return on Invested Capital is a non-GAAP measure. We explain why the Company usesnot derived in accordance with GAAP. Please refer to Appendix A of this measure in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Non-GAAP Financial Measures,” in our Annual Report on Form 10-KProxy Statement for fiscal 2016.additional information.

 

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About Your Proxy MaterialsAnnual Meeting Information

ABOUT YOUR PROXY MATERIALS

Our Board of Directors (the Board) is soliciting proxies for our upcoming Annual Meeting of Stockholders to be held on July 28, 2016 (the “Annual Meeting”).Stockholders. This means that you can vote “by proxy” at the Annual Meeting — that is, you can instruct us how you would like your shares to be voted at the meeting whether or noteven if you cannot personally attend.

 

We are providing this Proxy Statement and accompanying materials to help you make an informed decision on the matters to be considered at the Annual Meeting. We will begin mailing this Proxy Statement and accompanying materials, and also make them available online, on or about June 28, 2016,25, 2019, to holders of record of our Class A and Class B common stock at the close of business on June 20, 2016,17, 2019, which is the “record date” for the Annual Meeting.

 

This Proxy Statement and our Annual & Corporate Responsibility Report, to Stockholders, which includes our Form 10-K for fiscal 2016,2019, are available atwww.brown-forman.com/proxy.investors/annual-report/. You may request additional printed copies at any time using the contact information below.

 

Please let us know as soon as possible how you would like your shares voted. To do this, you may complete, sign, date, and return the enclosed proxy card or voting instruction card, or you may instruct us by telephone or online. See “Voting”“How to Vote” below for details.

 

Contact Information

For information about your stock ownership or other stockholder services, please contact Linda Gering,Steve Cassin, our Stockholder ServicesInvestor Relations Manager, by telephone at (502) 774-7690,774-7658, by e-mail at Linda_Gering@b-f.com,Steve_Cassin@b-f.com, or by mail at Brown-Forman Corporation, 850 Dixie Highway, Louisville, Kentucky 40210.

 

Reducing Duplicate Mailings

The Securities and Exchange Commission (SEC) permits us to deliver a single Proxy Statement and Annual & Corporate Responsibility Report to stockholders who share the same address and last name unlessname. Unless we receive contrary instructions from any stockholder in the household. Evenhousehold, even if your household receives only one Proxy Statement and Annual & Corporate Responsibility Report, each stockholder still will receive an individual proxy card. We participate inimplemented this “householding” process to reduce our printing costs and postage fees, and to facilitate voting.reduce the environmental impact of our Annual Meeting. If you would like to enroll in “householding,”householding, or if your household is already enrolled but you prefer to opt out of “householding”householding for next year, please inform us using the contact information above and we will promptly fulfill your request.

 

Attending the Annual MeetingATTENDING THE ANNUAL MEETING

Although only Class A stockholders may vote at the Annual Meeting, Class A and Class B stockholders who owned their shares as of June 20, 2016,the record date are welcome to attend the Annual Meeting.attend.

 

If you plan to attend, please register by July 26, 2016,23, 2019, online at asm.b-f.com or by contacting Linda GeringSteve Cassin using the contact information above. We ask that youPlease bring a photo identification to the meeting,ID and, if your shares are registered in the name of a bank, broker, or other holder of record, that you bring documentation of your stock ownership as of the record date.Please see “Admission Procedures” outlined in the Notice of Annual Meeting of Stockholders for full details.

 

VotingVOTING

 

Who May Vote

If you held ourshares of Class A common stock at the close of business on the record date, (June 20, 2016), you or(or your legal proxiesproxies) may vote at the Annual Meeting on both Proposal 1 and Proposal 2.Meeting. At the close of business on the record date, there were 84,542,068169,038,689 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting. At the close of business on the record date, there were 308,489,725 shares of Class B common stock outstanding. Class B shares are not entitled to vote.

 

If you purchased Class A common stock after the record date, you may vote those shares only if you receive a proxy to do so from the person who held the shares on the record date. Each share of Class A common stock is entitled to one vote. If you receive more than one proxy card or voting instruction card, you should complete, sign, date, and return each one (or follow the telephone or online voting instructions) because the cards representeach card represents different shares.

 

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ANNUAL MEETING INFORMATION• VOTING

ANNUAL MEETING INFORMATION  |  VOTING

 

How to Vote

Stockholders of record.If you are a Class A stockholder and your shares are registered directly in your name with our stock transfer agent, Computershare, you are considered the “stockholder of record” of those shares. If you are a stockholder of record of Class A common stock, you can give a proxy to be voted at the meeting:Annual Meeting:

 

»  over the telephone by calling a toll-free number (800-652-8683);

»  online(www.investorvote.com/BFB); or

»  by completing, signing, dating, and mailing the enclosed proxy card in the envelope provided.

	over the telephone by calling this toll-free number (1-800-690-6903);			online (www.proxyvote.com); or			by completing, signing, dating, and mailing the enclosed proxy card in the envelope provided.

 

Even if you plan to attend the meeting,Annual Meeting, we encourage you to submit a proxy.proxy in advance. If you do give a proxy,are voting by telephone or online, we must receive ityour proxy by 1:00 a.m.11:59 P.M., Eastern Daylight Time, on Thursday,Wednesday, July 28, 2016, or24, 2019, to ensure your vote will not beis recorded. If you prefer, youYou may instead voteoverride a proxy or change your voting instructions by following the applicable procedure outlined below in person at the meeting.“Changing Your Vote.”

 

The telephone and online voting procedures have been set up for your convenience and are designed to authenticate your identity, enable you to give voting instructions, and confirm that those instructions are recorded properly. If you are a stockholder of record and you would likewish to vote by telephone or online, please refer to the instructions set forth on the enclosed proxy card.

 

By giving yourYour proxy youwill authorize the individuals named on the proxy card to vote your shares in accordance with your instructions. These individuals also will also have the obligation and authority to vote your shares as they see fit on any other matter properly presented for a vote at the Annual Meeting. If for any reason a director nominee is not available to serve, the individuals named as proxy holders may vote your shares at the Annual Meeting for another nominee. The proxy holders for this year’s Annual Meeting are Geo. Garvin Brown IV, Paul C. Varga,Lawson E. Whiting, and Matthew E. Hamel.

If you are a stockholder of record and you sign and return your proxy card (or give your proxy by telephone or online) without specifying how you want your shares to be voted, with respect to both proposals, our proxy holders will vote your shares “FOR” the election of each of the nominees to the Board, and “FOR” the proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock.Board. With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote your shares as recommended by the Board or, if no recommendation is given, using their own discretion.

“Street name” stockholders.If your shares are held in a stock brokerage account or by a bank (known as holding shares in“street namename””), you have the right to instruct your broker or bank how to vote your shares, and the broker or bank is required to vote in accordance with your instructions. To provide those instructions by mail, please complete, sign, date, and return your voting instruction card in the accompanying postage-paid envelope provided by your broker or bank.envelope. Alternatively, if the broker or bank that holds your shares offers online or telephone voting, you will receive information from your broker or bank about how to submit your voting instructions by those methods. Alternatively, youYou may vote in person at the meeting,Annual Meeting, but only if you obtain a “legal proxy” from the broker or bank that holds your shares.

If you are a street name stockholder and you do not instruct your broker or bank how to vote, your broker or bankis not permitted to vote your shares on the election of directors. Under the rules of various securities exchanges, brokers that hold your shares may generally use their discretion to vote on “routine” matters but not on “non-routine” matters. If your broker does not receive voting instructions from you on how to vote your shares on a “non-routine” matter, your shares will not be represented on such matters. (This is known as a “broker non-vote.”) The election of directors is considered a “non-routine” matter; therefore, your broker is not permitted to vote your shares on the election of directors (known as a “broker non-vote”). Your broker will, however, have discretionary authority to vote your shares on the proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock.unless you provide voting instructions.

 

Changing Your Vote

If you are astockholder of record, you may change your vote by submitting another proxy by telephone or online, by mailing another properly signed proxy card bearing a later date than your original one, or by attending the Annual Meeting and casting your vote in person. You also may revoke a proxy that you previously provided by delivering timely written notice of revocation of your proxy to our Secretary, Matthew E. Hamel, at Brown-Forman Corporation, 850 Dixie Highway, Louisville, Kentucky 40210, or at Secretary@b-f.com.

 

If you hold your shares instreet nameand you wish to change or revoke your voting instructions, you will needplease refer to follow the instructions in the materials your broker or bank provided to you.you for instructions.

 

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��

Voting Privacy

Proxy instructions, ballots, and voting tabulations are handled in a manner that protects the confidentiality of each stockholder’s vote. Your vote will not be disclosed within the Company or to third parties, except as necessary to meet legal requirements, to allow for the tabulation and certification of votes, and to facilitate proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.ANNUAL MEETING INFORMATION  |  ANNOUNCEMENT OF VOTING RESULTS

Quorum Requirements

Business can be conducted at the Annual Meeting only if a quorum consisting of a majority of the outstanding shares of Class A common stock is present in person or represented by proxy. Abstentions and broker non-votes, if any, will be counted as present for purposes of establishing a quorum.

Votes Needed For Approval

Election of directors. Nominees who receive a majority of the Class A votes cast, meaning that the number of shares voted “for” the nominee exceeds the number of shares voted “against” that nominee, will be elected. Abstentions and broker non-votes, if any, do not count as votes cast.

Amendment of Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock.Approval requires an affirmative vote of the majority of the outstanding shares of Class A common stock. Abstentions and broker non-votes, if any, will have the same effect as votes

Proposal		Vote required to pass		Effect of abstentions and broker non-votes
Election of directors		Nominees who receive a majority of the Class A votes cast (the number of shares voted “for” the nominee exceeds the number of shares voted “against” that nominee) will be elected.		No effect.
Any other matter		Approval requires an affirmative vote of the majority of the Class A shares present (in person or represented by proxy) and entitled to vote.		Abstentions are equivalent to votes against the proposal. Any other matter properly presented and brought to a vote at the Annual Meeting. Approval requires the affirmative vote of the majority of the Class A shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votesagainstthe proposal. Broker non-votes will have no effect on the vote since shares held by brokers will not be considered entitled to vote on matters as to which beneficial owners withhold authority. Broker non-votes will have no effect.

Dividend Reinvestment and Employee Stock Purchase Plan Shares

Shares of Class A common stock held in Brown-Forman’s dividend reinvestment and employee stock purchase plans are included in your holdings and reflected on your proxy card. These shares will be voted as you direct.

Announcement of Voting ResultsANNOUNCEMENT OF VOTING RESULTS

We intend to announce the preliminary voting results at the Annual Meeting and to issue a press release announcing the final voting results later that day. In addition, we will report the final voting results by filing a Form 8-K with the SEC within four business days following the Annual Meeting.

Proxy Solicitation ExpensesPROXY SOLICITATION EXPENSES

Brown-Forman bears the cost of soliciting proxies. Beginning on June 28, 2016,25, 2019, which is the mailing date for these proxy materials, our directors, officers, and other employees may solicit proxies in person or by regular or electronic mail, email, phone, fax, or online. Directors, officers, and employees of the CompanyThese individuals will not receive no additional compensation for soliciting proxies. We will reimburse banks, brokers, nominees, and other fiduciaries for their reasonable charges and expenses incurred in forwarding our proxy materials to the beneficial owners of our stock held in street name.

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Corporate Governance

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CORPORATE GOVERNANCE  |  BOARD COMPOSITION

The Corporate Governance and Nominating Committee occasionally engages independent search firms to assist in identifying potential Board candidates. The Board has not adopted a formal policy regarding stockholder-nominated director candidates because the Corporate Governance and Nominating Committee believes the process it follows to identify and select Board members has been appropriate and effective. Any candidates submitted by stockholders will be evaluated in the same manner as all other director candidates.

BOARD COMPOSITION

How Our Controlled-Company Status Affects Our Board

Our Board has determined that Brown-Forman is a “controlled company” under New York Stock Exchange (NYSE) rules because more than 50% of our Class A voting stock is held by members of the Brown family.

As a controlled company, we are exempt from NYSE listing standards that require boards to have a majority of independent directors, a fully independent nominating/corporate governance committee, and a fully independent compensation committee. As a matter of good corporate governance, the Board has voluntarily chosen to have a Compensation Committee that is composed entirely of directors who meet the NYSE’s heightened independence standards for compensation committee members. Our Board does not have a majority of independent directors or a fully independent nominating/corporate governance committee. We are not exempt from, and comply in full with, requirements respecting the independence and qualifications of our Audit Committee members.

Our Independent Directors

We recognize the value of having independent directors. Under NYSE listing rules, a director qualifies as “independent” if the board of directors affirmatively determines the director has no material relationship with the distribution of proxy materials for a fee of approximately $15,000, plus expenses.company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. While the focus is on independence from management, our Board considers all relevant facts and circumstances in making an independence determination. Our Board has determined that the following seven directors are independent under NYSE standards: Patrick Bousquet-Chavanne, Bruce L. Byrnes, John D. Cook, Kathleen M. Gutmann, Michael J. Roney, Tracy L. Skeans, and Michael A. Todman.

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Our Brown Family Directors

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In addition, Board service allows the Brown family to actively oversee its investment in the Company. Following the Annual Meeting,company. Currently, the Brown family directors will be:are Campbell P. Brown, Geo. Garvin Brown IV, Stuart R. Brown, Campbell B. Brown, Augusta Brown Holland, Marshall B. Farrer, and Laura L. Frazier. Martin S.Frazier, and Augusta Brown Jr., and Sandra A. Frazier, both current Brown family directors, will not stand for re-election at the Annual Meeting.Holland.

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CORPORATE GOVERNANCE  |  BOARD COMPOSITION

Our Management Directors

The Company also believes

We believe it is important, from a corporate governance standpoint, that Companyfor management to be represented on the Board. Currently, Paul C. Varga, Campbell P. Brown, and Marshall B. Farrer, areand Lawson E. Whiting serve in dual roles as Board members who also are members of Company management. James S. Welch, Jr., retired from the Company on May 31, 2016, and has elected not to stand for re-election at the Annual Meeting.Brown-Forman executives.

BROWN-FORMAN BOARD OF DIRECTORS

Brown-Forman Board of Directors PATRICK BOUSQUET-CHAVANNE			CAMPBELL P. BROWN			GEO. GARVIN BROWN IV
Joan C. Lordi Amble	IChief Executive Officer, Emaar Malls		Marshall B. Farrer	B
			Senior Vice President, and Managing Director of Global Travel Retail,	M
			Brown-Forman
Patrick Bousquet-Chavanne	I		Laura L. Frazier
				B
Campbell P. Brown	B		Sandra A. Frazier	B
President and Managing Director of Old Forester,	M Brown-Forman Corporation
Brown-Forman
Geo. Garvin Brown IV	B		Augusta Brown Holland	B
Chairman of the Board, of Directors
Martin S. Brown, Jr.	B		Michael J. Roney	I
Stuart R. Brown	B		Michael A. Todman	I
Bruce L. Byrnes	I		Paul C. Varga	M
			Company Chairman and Chief Executive Officer, Brown-Forman
John D. Cook	I		James S. Welch, Jr.	M
Lead Independent Director			Retired from Company management May 31, 2016

Director Type:
I	Independent	B	Brown Family	M	Management Corporation
STUART R. BROWN			BRUCE L. BYRNES			JOHN D. COOK
	Managing Partner, Typha Partners, LLC			Retired Vice Chairman of the Board, The Procter & Gamble Company			Director Emeritus of McKinsey & Company
MARSHALL B. FARRER			LAURA L. FRAZIER			KATHLEEN M. GUTMANN
	Senior Vice President, Managing Director of GTR and Developed APAC Region, Brown-Forman Corporation			Owner and Chairman, Bittners LLC			Chief Sales and Solutions Officer, United Parcel Service, Inc.
AUGUSTA BROWN HOLLAND			MICHAEL J. RONEY			TRACY L. SKEANS
	Founding Partner, Haystack Partners LLC			Retired Chief Executive Officer, Bunzl plc			Chief Transformation and People Officer, Yum! Brands, Inc.
MICHAEL A. TODMAN			LAWSON E. WHITING			INDEPENDENT BROWN FAMILY MANAGEMENT BROWN FAMILY & MANAGEMENT
	Retired Vice Chairman, Whirlpool Corporation			President and Chief Executive Officer, Brown-Forman Corporation

Recent Changes to ourOur Board

As previously disclosed, three new directors from the Brown family, Campbell P. Brown, Marshall B. Farrer,our President and Laura L. Frazier,Chief Executive Officer, Lawson E. Whiting, joined the Board May 26, 2016. Martin S. Brown, Jr.,on November 15, 2018. Paul C. Varga, our former Chairman and Sandra A. Frazier, each a current Brown family director, Joan C. Lordi Amble, a current independent director, and James S. Welch, Jr., a director who recently retiredChief Executive Officer, will retire from Company management, will not stand for re-election atthe Board as of the Annual Meeting.

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CORPORATE GOVERNANCE  |  LEADERSHIP STRUCTURE

Leadership Structure

Chairman of the Board

Our Board believes that the determination of whether to separate or combine the roles of Chairman of the Board and Chief Executive Officer should depend largely upon the identity of the Chief Executive Officer and the composition of the Board at the time. For this reason, itthe Board does not have a policy on separation of these roles, but rather evaluates the situation on a case-by-case basis.

Currently, Although these roles arehave been separate althoughsince 2007, they have been combined in the past. Geo. Garvin Brown IV, a Brown family member, serves as Chairman of the Board. He also serves on our Corporate Governance and Nominating Committee and the Executive Committee of the Board, which he chairs.

Company Chairman and CEO

Paul C. Varga serves as the Company Chairman and Chief Executive Officer. Mr. Varga is the Company’s highest ranking executive officer and has responsibility for the Company’s strategy, operations, and performance. He serves as a member of our Board and on the Executive Committee of the Board.

Lead Independent Director

When a non-independent director who has not been determined to be independent holds the office of Chairman of the Board, as is currently the case, the Board may select one independent director (after considering the recommendation of the Corporate Governance and Nominating Committee) may select one independent director to serve as Lead Independent Director. The Lead Independent Director, if any, is elected annually. John D. Cook has served in this role since 2012.

As Lead Independent Director, Mr. Cook’s responsibilities are to:include calling meetings of the independent directors and non-management directors, when necessary or advisable, and setting the agenda for and chairing those meetings. Other responsibilities appear in our Corporate Governance Guidelines at our website (www.brown-forman.com/about/ corporate-governance/guidelines).

Mr. Cook chaired one executive session of non-management directors in fiscal 2016. Also, because our non-management director group includes directors who are not “independent” under NYSE listing standards, Mr. Cook2019 and called and presided over oneexecutiveone executive session in fiscal 20162019 that was attended solely by our independent directors.

President and Chief Executive Officer

As the President and Chief Executive Officer of Brown-Forman, Mr. Whiting is our highest ranking executive officer and is responsible for Brown-Forman’s strategy, operations, and performance. Mr. Whiting also serves as a management member of our Board.

Why the Board Chose this Leadership Structure

Our

The Board has determined that this leadership structure currently serves the best interests of the CompanyBrown-Forman and all of its stockholders. Having a Brown family member serve as Chairman of the Board promotes the Brown family’s active oversight of, and engagement and participation in, the Companycompany and its business and reflects the fact that Brown-Forman is controlled by the Brown family. In addition, because Mr. Brown handles the responsibilities attendant toassociated with the position of Chairman of the Board, Mr. Varga, our Chief Executive Officer,Whiting can focus moreconcentrate on the Company’s strategy and operations, while the Board still has access to his comprehensive knowledge of the Company’sBrown-Forman’s business. The Lead Independent Director position provides leadership to, and fosters coordination among, our independent directors, enabling them to fulfill their role of bringing outside perspectives to the Board.

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CORPORATE GOVERNANCE  |  BOARD GUIDELINES AND PROCEDURES

Board Guidelines and ProceduresBOARD GUIDELINES AND PROCEDURES

Corporate Governance Guidelines

The Board believes that transparency is a hallmark of good corporate governance. To that end, the Board has adopted Corporate Governance Guidelines that provide a framework for the Board to exercise its duties. Among other things, these guidelines contain policies and requirements regarding:regarding director qualifications; director responsibilities, including the Lead Independent Director’s role; meetings and attendance; committee composition and responsibilities; director compensation; and director access to management and independent advisors. The guidelines also require the Board to conduct an annual self-assessment. The Corporate Governance Guidelines are published on our website atwww.brown-forman.com/about/corporate-governance/guidelines/..

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Board and Committee Self-Assessment

Each year, our

The Corporate Governance Guidelines require the Board and eachto conduct an annual self-assessment. Each Board committee (except the Executive Committee) assessalso annually assesses how theyit performed during the preceding twelve months. Thetwelve-month period. These assessment procedures they follow vary, from askingrequiring members to complete questionnaires that call for both quantitative responses and free-textfree-ranging comments, to having an independent third party interview each member and then synthesize themes that emerge. This past fiscal year, our Chairman of the Board engaged in a 360 degree feedback process facilitated by an outside consultant. The Chairman of the Board, the Chief Executive Officer, and the Lead Independent Director consult at least annually regarding individual director performance.

Director Service on Other Public Company Boards

The Board recognizes that its members benefit from service on the boards of other companies. The Board encourages that service, with the understanding that our directors must have adequate time to devote to their work for Brown-Forman. The Corporate Governance Guidelines provide that any director who serves full-time as an officer or employee of Brown-Forman or any other entity should not serve on more than two public company boards in addition to the Brown-Forman Board, which includes the board of any public company at which a director is employed. Directors who are not employed full-time may serve on up to three public company boards in addition to the Brown-Forman Board. Directors must inform the Chairman, the Lead Independent Director, the Chair or Secretary of the Corporate Governance and Nominating Committee, or the Secretary of the Board as soon as practicable that they will be, or have been, elected to serve on an additional public company board.

The Board recognizes that service on the boards of nonprofit entities can be important and time consuming as well, and encourages directors to engage in such service as long as they continue to have the time necessary to devote to their work for Brown-Forman.

Director Service

The Board is authorized to fix the size of the Board at a number between three and seventeen members. Directors are elected each year at the Annual Meeting by a majority of the votes cast by our Class A stockholders. Once elected, a director holds office until the next Annual Meeting or until his or hera successor is elected and qualified, unless he or shethe director first resigns, retires, or is removed. Directors areThe Board does not subject tohave term limits. A directorlimits, but directors generally may not stand for re-election to the Board after reaching the age of 71. However, inIn exceptional circumstances, the Board may ask a director to remain on the Board until a given dateafter age 71 if his or herthe director’s continued service would significantly benefit the Company.Brown-Forman. Service of a director beyond the age of 71 requires a recommendation by the Corporate Governance and Nominating Committee and the approval of two-thirds of the Board (not including the director under consideration). The Board has determined that the continued service of Bruce L. Byrnes as director would be of significant value to Brown-Forman and has requested that Mr. Byrnes stand for election at the Annual Meeting for an additional term. Mr. Byrnes has agreed to do so.

Board Meetings

The Board held six regular meetings and no special meetings during fiscal 2016.2019. Absent an appropriate reason, all directors are expected to attend the Annual Meeting, of Stockholders, all Board meetings, and all meetings of each committee on which they serve. Each directorAll directors attended 75% or more of the aggregate meetings of the Board and committees on which he or shethey served during fiscal 2016.2019. All directors then serving attended the 20152018 Annual Meeting of Stockholders.Meeting.

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CORPORATE GOVERNANCE|  BOARD GUIDELINES AND PROCEDURES

Board Committees

Our Board has four standing committees: Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, and Executive Committee. Each Board committee operates under a written charter that is posted on our company website atwww.brown-forman.com/about/corporate-governance/committee-compositioncommittee-composition/. Each Board committee other than the Executive Committee conducts an annual self-assessment and may hire independent advisors as it finds necessary or appropriate.

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Committee Members:

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CORPORATE GOVERNANCE|  BOARD GUIDELINES AND PROCEDURES

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Committee Members:

Board’s Role in Risk Oversight

The Board believes its current leadership structure best enables it to fulfill its risk oversight function. Our Corporate Governance Guidelines require the Board to ensure thatwe implement appropriate processes are in place for managing enterprise risk, and our Board considers risk oversight to be an integral part of its role in the Company’s strategic planning process. The Board regularly and actively considers how strategic decisions affect the Company’sBrown-Forman’s risk profile.

While the Board has ultimate oversight responsibility for the risk management process, certain committees have important supplementary roles in that process.roles. During fiscal 2016,2019, the Board tasked its committees to assist with the responsibilities outlined below:

These committees periodically met regularly with members of management and outside advisors, as necessary, and reported to the Board regularly on their risk oversight and mitigation activities. In addition, management’s Disclosure Controls Committee and the Chief

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CORPORATE GOVERNANCE|  BEST PRACTICES

Risk CommitteeOfficer both play an integral role in making sure that relevant risk-related information is reported to senior management and the Board as directly and quickly as possible. For more information, see “Best Practices” below.

Communication with ourOur Board

Stockholders and other interested parties may communicate with our directors, including the non-management directors or the independent directors as a group, by writing to our Secretary, Matthew E. Hamel, at 850 Dixie Highway, Louisville, Kentucky 40210, or at Secretary@b-f.com. The Secretary’s office will forward appropriate written communications to the individual director or group of directors to whom they are addressed, with copies to all other directors. We generally will not forward to directors a stockholder communication that the Secretary determines to be primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about Brown-Forman.

Company Best PracticesBEST PRACTICES

Brown-Forman has long believed that good corporate governance is essential to the Company’s long-term success. We continually evaluate our corporate governance practices in the context of our controlled-company status to address the changing regulatory environment, and adopt those practices that we believe are in the best for Brown-Forman.interests of Brown-Forman and all of our stockholders.

Code of Conduct and Code of Ethics for Senior Financial Officers

The Company has adopted the Brown-Forman Code of Conduct which containsexpresses our standardsexpectation of ethical behavior for all of our employees and directors. The Code of Conduct includes ourOur Code of Ethics for Senior Financial Officers which reflects the expectation that all of the Company’sour financial, accounting, reporting, and auditing activities will be conducted in strict compliance with all applicable rules and regulations and underwill conform to the highest ethical standards. TheWe encourage our employees to speak up when aware of a potential Code of Conduct violation, and provide multiple channels for doing so — including anonymously. Links to the Code of Conduct, including reporting channels, and the Code of Ethics for Senior Financial Officers can be found on the Corporate Governance page of our website atwww.brown-forman.com/about/corporate-governance/code-of-ethics/.

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Disclosure Controls Committee

The Company has a Disclosure Controls Committee which is composed of members of management. This committee has established controls and procedures designed to ensure that information that the CompanyBrown-Forman may be required to disclose is gathered and communicated to the committee and that all required disclosures are made in a timely and accurate manner.accurate. The committee has implemented a financial review process that enables our Chief Executive Officer and Chief Financial Officer to certify our quarterly and annual reports, as well as procedures designed to ensure our compliance with SEC Regulation FD (Fair Disclosure).

Enterprise Risk Committee

The Risk Committee, which is composed of members of management, leads the Company’s enterprise risk management program (ERMP). The objective of the ERMP is to protect the long-term viability of the Company’s business by identifying and managing risk. The ERMP includes the development and implementation of our risk management policies and specific governance structures and the oversight of our processes for identifying, assessing, and mitigating risk. In support of the ERMP’s objectives, the Risk Committee is responsible for identifying critical risks the Company faces; assessing the adequacy of our methods for managing those risks; communicating the role of all employees in the ERMP; and integrating the discussion of risk into decision-making processes.Management

The Chief Risk Officer maintains the risk register, facilitates risk scoring, identifies the individuals and teams that are responsible for mitigating risks and ensures that plans are in place to mitigate Brown-Forman’s most significant risks. The Chief Risk Officer reports to the Audit Committee regarding procedures, risk ranking results and risk mitigation status. In addition, the Chief Risk Officer reports to the Board at least annually regarding the top risks facing Brown-Forman and periodically updates the Board on the mitigation plans related to those risks.

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CORPORATE GOVERNANCE|  OUR CONTROLLING FAMILY STOCKHOLDERS

Our Controlling Family StockholdersOUR CONTROLLING FAMILY STOCKHOLDERS

Brown-Forman has an engaged family stockholder base with a long-term ownership perspective. We view our status as a publicly traded,publicly-traded, family-controlled company as a distinct competitive advantage, and we believe that a strong relationship with the Brown family is essential to our growth, independence, and ability to create long-term value creation for all stockholders. The CompanyManagement interacts with Brown family members in a manner consistent with all applicable laws and regulations. We actively cultivate our relationship with the Brown family through a numbervariety of different channels, as detailed below.

Brown-Forman/Brown Family Shareholders Committee

In 2007, Geo. Garvin Brown IV and Paul C. Varga, our former Chairman and Chief Executive Officer, organized the Brown-Forman/Brown Family Shareholders Committee (FSC),Committee. They co-chaired this committee until Mr. Varga’s retirement, at which they continue topoint Lawson E. Whiting, our new President and Chief Executive Officer, joined Mr. Brown as co-chair. The FSC, which includes several non-family Company executives in addition to Mr. Varga,Brown-Forman/Brown Family Shareholders Committee provides a forum for frequent, open, and constructive dialogue between the CompanyBrown-Forman and its controlling family stockholders. The FSCIn addition, the committee engages the Brown family on topics of mutual interest such as the Companycompany and our industry, governance, ownership, and philanthropy.

Director of Family Shareholder Relations

The Director of Family Shareholder Relations, a Brown-Forman employee, works with Companyother employees and certain Brown family members to develop and implement policies and practices designed to further strengthen the relationship between the CompanyBrown-Forman and the Brown family.

Brown Family Member Employees

The Company

Brown-Forman currently employs ten Brown family members, some of whom participate on management committeesteams that oversee strategic and operational matters. Participation onin these committeesroles enables our Brown family employees to contribute their perspectives on the important issues facingwe confront. In addition to their management contributions, the Company.Brown family employees play a critical role in upholding the Brown-Forman corporate culture.

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Table of Contents

Election of Directors

This section provides information about our twelvefourteen director nominees, including the experience, qualifications, attributes, and skills that enable them to make valuable contributions to our Board.Board and that led the Board to conclude that they should serve as directors of Brown-Forman.

All of our director nominees are current directors of Brown-Forman. Each director was elected by the stockholders at the Company’s 2015our 2018 Annual Meeting except for Campbell P. Brown, Marshall B. Farrer, and Laura L. Frazier,Lawson E. Whiting, who werewas appointed to the Board in May 2016.November 2018.

The Board unanimously recommends a vote “FOR” the election of each director nominee.

Your shares will be voted“FOR” “FOR” the election of all director nominees listed below unless you instruct the proxy holders to vote against, or to abstain from voting for, one or more nominees. If any nominee becomes unable to serve before the meeting,Annual Meeting, the proxy holders may vote for a substitute nominee if the Board has designateddesignates one. As of the date of this Proxy Statement, it is the Board’s understanding thatBoard believes each nominee is prepared to serve if elected.

NomineesNOMINEES

PATRICK BOUSQUET-CHAVANNE
Director since 2005 Age 61 Age 58 Committees:COMMITTEES: » •   Compensation (Chair) »•   Corporate Governance and Nominating		CURRENT AND PAST POSITIONS Emaar Malls(a developer of premium shopping malls and retail assets), Chief Executive Officer since August 2018 Positions at Marks and Spencer Group PLC: •Executive Director of Customer, Marketing and M&S.com Marksfrom 2016 to 2018 •   Executive Director of Marketing and Spencer Group PLC, since 2014;International from 2014 to 2016 •   Executive Director of Marketing and Business Development Marks and Spencer Group PLC, from 2013 to 2014;2014 •   Corporate Director of Strategy and Business Development Marks and Spencer Group PLC, from 2012 to 2013; Co-Chairman of2013 Positions at Yoostar Entertainment GroupGroup: •   Co-Chairman from 2010 to 2012; 2012 •   President and Chief Executive Officer of Yoostar from 2009 to 2012; President and Chief Executive Officer of T-Ink Technologies, Inc., from 2008 to 2009; Group President of The Estée Lauder Companies Inc. from 2001 to 2008; President of Estée Lauder International, Inc., from 1998 to 2001.2012		QUALIFICATIONS AND SKILLS   QUALIFICATIONS AND SKILLS:•   Senior management and board experience at one of the world’s leading manufacturers and marketers of branded consumer goods, including experience with implementing strategy, implementation, branding, licensing, distribution, digital, and international expansion. In addition, Mr. Bousquet-Chavanne has experience from Estée Lauderexpansion •   Experience dealing with governance issues relevant to family-controlled public companies.companies OTHER DIRECTORSHIPS   OTHER DIRECTORSHIPS:•   Marks and Spencer Group PLC since 2013;from 2013 to 2018 •   HSNi Corporation from 2008 to 2013.2013

CAMPBELL P. BROWN
Director since May 2016 Age 4851		CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: •   Senior Vice President since 2018 •President and Managing Director of Old Forester, the Company’s our founding bourbon brand, since 2015. A 22-year employee of2015 •   Led the Company, he previously served Brown-Forman in the emerging markets of India, the Philippines, and Turkey, and most recently led the Company’s wine and spirits portfolio in Canada and the Midwest region of the U.S. •   Served in the emerging markets of India, the Philippines, and Turkey •   Various other positions over a 25-year career •   Founding member of Brown-Forman/Brown Family Shareholders Committee since 2007.from 2007 to 2018		QUALIFICATIONS AND SKILLS   QUALIFICATIONS AND SKILLS:•   Business and industry experience he has gained by serving in operational, management, and executive positions within the Company; his deepBrown-Forman •   Deep knowledge of family corporate governance; the perspectives he brings to the Boardgovernance •   Perspective as a fifth generation Brown family stockholder; and hisstockholder •   A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of shareholders.stockholders OTHER DIRECTORSHIPS   OTHER DIRECTORSHIPS:•   Republic Bank and Trust Company since 2008.2008 •   Kentucky Distillers Association since 2016

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Election of Directors  |  Nominees

GEO. GARVIN BROWN IV
Director since 2006 Age 4750 Committees:COMMITTEES: » •   Corporate Governance and Nominating »•   Executive(Chair)		CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: •Chairman of the Board since 2007;2007 •   Executive Vice President of Brown-Forman from 2011 to 2015;2015 •   Senior Vice President and Managing Director of Western Europe and Africa from 2009 to 2011;2011 •   Vice President and Jack Daniel’s Brand Director in Europe and Africa from 2004 to 2008;2008 •   Director of the Office of the Chairman and Chief Executive Officer from 2002 to 2004.2004 •   Founding member and Co-Chairman of Brown-Forman/Brown Family Shareholders Committee since 2007.2007		QUALIFICATIONS AND SKILLS   QUALIFICATIONS AND SKILLS:•   Business and industry experience he has gained by serving in operational, management, and executive positions within the Company; his deepBrown-Forman •   Deep knowledge of family corporate governance; the perspectives he brings to the Boardgovernance •   Perspective as a fifth generation Brown family stockholder; and hisstockholder •   A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of shareholders.stockholders

STUART R. BROWN
Director since 2015 Age 5154		CURRENT AND PAST POSITIONS Managing Partner, Typha Partners, LLC(an early-stage private equity investment company,company), Managing Partner since 2010;2010 DendriFund, Inc.(a private, non-operating foundation focused on natural resource sustainability, seeded by Brown-Forman), Founding Director and President DendriFund, Inc., an environmental sustainability charitable foundation established by Brown-Forman, since 2011; Owner, from 2011 to April 2019 Between the Covers Bookstore, Owner from 1998 to 2010;2010 Positions with Brown-Forman and affiliates: •   Sales and Marketing Management Brown-Forman, from 1995 to 1998.1998 •   Founding member of Brown-Forman/Brown Family Shareholders Committee since 2007.from 2007 to 2018		QUALIFICATIONS AND SKILLS   QUALIFICATIONS AND SKILLS:•   Extensive experience in family governance, entrepreneurial management, finance, and board leadership. In addition, Mr. Brown brings to the Board his perspectiveleadership •   Perspective as a fifth generation Brown family stockholder and his history of service on the Brown-Forman/Brown Family Shareholders Committee demonstrates his ability to represent the long-term interests of shareholders.

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MARSHALL B. FARRER
Director since May 2016 Age 45		Vice President, Managing Director of Global Travel Retail, which includes Duty Free, Military, Cruise, and Transportation sales globally, since 2015. An 18-year employee of the Company, he led the global Jack Daniel’s Tennessee Honey brand team from 2013 to 2015, was managing director of the Australia/Asia region from 2010 to 2013, and led the Latin America & Caribbean region from 2006 to 2009. Founding member of Brown-Forman/Brown Family Shareholders Committee since 2007. QUALIFICATIONS AND SKILLS: Business and industry experience gained from serving in operational, management, and executive positions within the Company; his deep knowledge of family corporate governance; the perspectives he brings to the Board as a fifth generation Brown family stockholder; and hisA history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of shareholders.stockholders
BRUCE L. BYRNES
Director since 2010 Age 71 COMMITTEES: •   Audit •   Corporate Governance and Nominating		CURRENT AND PAST POSITIONS Positions with The Procter & Gamble Company: •   Vice Chairman of the Board from 2002 to 2008 •   Vice Chairman of Global Brand Building Training from 2007 to 2008 •   Vice Chairman of Global Household Care Division from 2004 to 2007		QUALIFICATIONS AND SKILLS •   Executive leadership of a global consumer goods company •   Expertise in brand building, brand management, and finance •   Experience with international marketing and operations and corporate strategy OTHER DIRECTORSHIPS •   Boston Scientific Corporation from 2009 to 2015 •   Diebold, Incorporated from 2010 to 2015 •   Cincinnati Bell, Inc. from 2003 to 2013

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Election of Directors  |  Nominees

JOHN D. COOK
Director since 2008; Lead Independent Director since 2012 Age 66 COMMITTEES: •   Compensation •   Corporate Governance and Nominating(Chair) •   Executive		CURRENT AND PAST POSITIONS Positions with McKinsey & Company: •   Director Emeritus •   Director from 2003 to 2008		QUALIFICATIONS AND SKILLS •   Skills gained during an over 40-year career advising and managing consumer products companies and creating stockholder value •   Leadership and senior management experience •   Financial and international expertise •   Marketing skills •   Experience with strategic acquisitions and integrations OTHER DIRECTORSHIPS •   Winona Capital Management since 2007
MARSHALL B. FARRER
Director since 2016 Age 48		CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: •   Senior Vice President, Managing Director of Global Travel Retail and Developed Australia/Pacific Region since 2018 •   Senior Vice President, Managing Director of Global Travel Retail from 2015 to 2018 •   Led the global Jack Daniel’s Tennessee Honey brand team from 2014 to 2015 •   Managing director of the Australia/Pacific region from 2010 to 2014 •   Led the Latin America & Caribbean region from 2006 to 2009 •   Various other positions over a 21-year career •   Founding member of Brown-Forman/Brown Family Shareholders Committee from 2007 to 2018 •   Member of the Brown-Forman Management Executive Committee from 2007 to 2009		QUALIFICATIONS AND SKILLS •   Business and industry experience gained from serving in operational, management, marketing, and executive positions within Brown-Forman and industry •   Extensive international operations and leadership experience •   Perspective as a fifth generation Brown family stockholder •   A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders
LAURA L. FRAZIER
Director since May 2016 Age 5861		CURRENT AND PAST POSITIONS Owner, Chairman, and past-CEO of Bittners LLC(a more than 160-year-old interior and commercial design firm. She previously served onfirm), Owner, Chairman, and past-CEO Positions with Brown-Forman and affiliates: •   Member of the board of directors of Lenox, Inc., a former subsidiary, company of Brown-Forman, from 1999 to 2005.2005 •   Founding member of Brown-Forman/Brown Family Shareholders Committee since 2007.from 2007 to 2018		QUALIFICATIONS AND SKILLS   QUALIFICATIONS AND SKILLS:•   Executive leadership and entrepreneurial management skills. In addition, Mrs. Frazier brings to the Board her perspectiveskills •   Perspective as a fifth generation Brown family stockholder; and herstockholder •   A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates her ability to represent the long-term interests of shareholders.stockholders

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Election of Directors  |  Nominees

16BROWN-FORMAN | 2016 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSKATHLEEN M. GUTMANN