Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

2019 PROXY STATEMENT AND NOTICE ~~REGARDING AVAILABILITY~~ OF ~~PROXY MATERIALS FOR THE~~ ANNUAL MEETING OF STOCKHOLDERS ~~TO BE HELD ON JULY 27, 2017:~~

~~The Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders, which includes our Form 10-K for fiscal 2017, are available at~~~~www.brown-forman.com/ investors/annual-report/.~~

Stockholders of record.If 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 ~~shares,~~common stock, you can give a proxy to be voted at the ~~meeting:~~Annual Meeting:

~~• by completing, signing, 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 in advance. WeIf you are voting by telephone or online, we must receive your proxy by ~~1:00 a.m.~~11:59 P.M., Eastern Daylight Time, on ~~Thursday,~~Wednesday, July ~~27, 2017,~~24, 2019, to ensure your vote is recorded. You may override a proxy or change your voting instructions by following the applicable procedure outlined below in “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 wish to vote by telephone or online, please refer to the instructions on the enclosed proxy card.

Your proxy will 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, our proxy holders will vote your shares “FOR” the election of each of the nominees to the Board (Proposal 1), “FOR” the advisory resolution to approve our executive compensation (Proposal 2), and for “EVERY THREE YEARS” as the frequency of future advisory votes on executive compensation (Proposal 3). 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 ~~name~~name””), 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. You 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 how to vote, your broker is not permitted to vote your shares on any of the proposals we will address at the Annual Meeting. This is known as a “broker non-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 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, please refer to the materials your broker or bank provided to you for instructions.

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.

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.

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.

Brown-Forman bears the cost of soliciting proxies. Beginning on June ~~27, 2017,~~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. These individuals will not receive 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. ~~In addition, we have retained Proxy Express, Inc. to assist with the distribution of proxy materials for a fee of approximately $15,000, plus expenses.~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN 7

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.

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.

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 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 ~~recognizes the value of having independent directors, and~~ has determined that ~~six~~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.

The Board has determined that ~~Geo. Garvin Brown IV,~~ Campbell P. Brown, Marshall B. Farrer, and ~~Paul C. Varga~~Lawson E. Whiting are not independent because they are ~~or recently have been,~~ members of Brown-Forman management. The Board elected not to make a determination with respect to the independence of Geo. Garvin Brown IV, Stuart R. Brown, Laura L. Frazier, and Augusta Brown Holland.

We believe it is strategically important for Brown family members to be actively engaged in the oversight of Brown-Forman. Through participation on the Board, the Brown family’s long-term perspective is brought to bear, in some measure, upon each and every matter the Board considers. Brown family directors also serve as an effective link between the Board and the controlling family stockholders.

In addition, Board service allows the Brown family to actively oversee its investment in the ~~Company.~~company. Currently, the Brown family directors ~~are:~~are Campbell P. Brown, Geo. Garvin Brown IV, Stuart R. Brown, Marshall B. Farrer, Laura L. Frazier, and Augusta Brown Holland.

We ~~also~~ believe it is important, from a corporate governance standpoint, for management to be represented on the Board. Currently, Campbell P. Brown, Marshall B. Farrer, and ~~Paul C. Varga~~Lawson E. Whiting serve in dual roles as Board members and Brown-Forman executives.

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 ~~are~~have been separate ~~although~~since 2007, they have been combined in the past. ~~Geo. Garvin Brown IV, a Brown family member, serves as Chairman of the Board.~~

Paul C. Varga serves as the Chairman and Chief Executive Officer of Brown-Forman. Mr. Varga is our highest ranking executive officer and is responsible for Brown-Forman’s strategy, operations, and performance.

When a ~~non-independent~~ director who has not been determined to be independent holds the office of ~~Chairman of the Board or Presiding~~ 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) to serve as Lead Independent Director. The Lead Independent Director, if any, ~~will be~~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 ~~2017. Also, because our non-management director group includes directors who are not “independent” under NYSE listing standards, Mr. Cook~~2019 and called and presided over one executive session in fiscal ~~2017~~2019 that was attended solely by our independent directors.

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.

The Board has determined that this leadership structure currently serves the best interests of Brown-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 ~~Company~~company and its business and reflects the fact that Brown-Forman is controlled by the Brown family. In addition, because Mr. Brown handles the responsibilities associated with the position of Chairman of the Board, Mr. ~~Varga~~Whiting can concentrate on strategy and operations, while the Board still has access to his comprehensive knowledge of ~~the Company’s~~Brown-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.

The Board believes 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 Corporate Governance Guidelines are published on our website atwww.brown-forman.com/about/corporate-governance/guidelines/..

The Corporate Governance Guidelines require the Board to conduct an annual self-assessment. Each Board committee (except the Executive Committee) also annually assesses how it performed during the preceding twelve-month period. These assessment procedures vary, from requiring members to complete questionnaires that call for both quantitative responses and free-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.

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.

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 a successor is elected and qualified, unless the director first resigns, retires, or is removed. ~~Directors are~~The Board does not ~~subject to~~have term limits, but ~~a director~~directors generally may not stand for re-election to the Board after reaching the age of 71. In exceptional circumstances, the Board may ask a director to remain on the Board ~~until a given date~~after age 71 if the director’s continued service would significantly benefit 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.

The Board held six regular meetings and no special meetings during fiscal ~~2017.~~2019. Absent an appropriate reason, all directors are expected to attend the Annual Meeting, all Board meetings, and all meetings of each committee on which they serve. All directors attended ~~90%~~75% or more of the aggregate meetings of the Board and committees on which they served during fiscal ~~2017.~~2019. All directors then serving attended the ~~2016~~2018 Annual ~~Meeting of Stockholders.~~Meeting.

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN 11

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 website atwww.brown-forman.com/about/corporate-governance/committee-composition/.

12BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DID NOT MEET IN FISCAL 2019

Committee Members:


The Executive Committee consists of the Chief Executive Officer, the Chairman of the Board (if separate from the Chief Executive Officer), and one or more other directors as determined by the Board from time to time. The Board can change the Executive Committee membership, fill vacancies, and dissolve the committee at any time. The Executive Committee may exercise all of the powers of the Board, subject to certain exceptions specified in our By-laws or Delaware law. However, traditionally, the Executive Committee acts only when exercising a power the Board has specifically delegated, when there is an emergency, or when the issue does not warrant the full Board’s attention.	~~MET ONCE IN FISCAL 2017~~

	~~Committee Members:~~

	•	Geo. Garvin Brown IV (Chair)
	•	John D. Cook
	•	Paul C. Varga (until May 2019)

12•

~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

Lawson E. Whiting
(since November 2018)

The Executive Committee consists of the Chief Executive Officer, the Chairman of the Board (if separate from the Chief Executive Officer), and one or more other directors as determined by the Board from time to time. In fiscal 2019, the Lead Independent Director served on the Executive Committee, and both Mr. Varga and Mr. Whiting served on the Executive Committee for a portion of the fiscal year. The Board can change the Executive Committee membership, fill vacancies, and dissolve the committee at any time. The Executive Committee may exercise all of the powers of the Board, subject to certain exceptions specified in our By-laws or Delaware law. However, traditionally, the Executive Committee acts only when exercising a power the Board has specifically delegated, when there is an emergency, or when the issue does not warrant the full Board’s attention. In addition, the members of the Executive Committee communicate and meet frequently, sometimes with Brown-Forman’s General Counsel, to engage in strategic planning of Board activities and agenda topics, to stay ahead of various issues on behalf of the full Board, and to review recent Board meetings.

~~CORPORATE GOVERNANCE •~~~~BOARD GUIDELINES AND PROCEDURES~~

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 we implement appropriate processes for managing enterprise risk, and our Board considers risk oversight an integral part of its role in the strategic planning process. The Board regularly and actively considers how strategic decisions affect Brown-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 ~~2017,~~2019, the Board tasked its committees to assist with the responsibilities outlined below:

•

~~Audit Committee~~—AUDIT COMMITTEE

Overseeing our policies and processes on enterprise risk assessment, risk management, and compliance; and overseeing our most significant financial reporting and accounting control risks and management’s monitoring and management of those risks.

•

~~Compensation Committee~~~~— overseeing~~COMPENSATION COMMITTEE

Overseeing risks related to compensation programs, policies, and practices.

•

~~Corporate Governance and Nominating Committee~~~~— overseeing~~CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Overseeing risks related to corporate governance, board composition, and succession planning for the Chief Executive Officer and the Chairman of the Board.

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 ~~Enterprise~~ the Chief

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN13

CORPORATE GOVERNANCE| BEST PRACTICES

Risk ~~Management Committee~~Officer 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. Further, our management Ethics, Compliance and Risk Team, comprising a number of senior executives and subject matter experts, meets throughout the year to address issues related to risk, ethics, and compliance; to coordinate the work of those areas; and to oversee the formulation and promulgation of company policies and the training of employees in compliance with them.For more information, see “Best Practices” below.

Communication with Our 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.

~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~

~~CORPORATE GOVERNANCE •~~~~BEST PRACTICES~~ 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.

BEST PRACTICES

Brown-Forman has long believed that good corporate governance is essential to 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 interests of Brown-Forman and all of our stockholders.

Code of Conduct and Code of Ethics for Senior Financial Officers

The Brown-Forman Code of Conduct expresses ~~its expectations~~our expectation of ethical behavior for all of our employees and directors. ~~The Code of Conduct includes our~~Our Code of Ethics for Senior Financial Officers ~~which~~ reflects the expectation that all of our financial, accounting, reporting, and auditing activities will be conducted in strict compliance with all applicable rules and regulations and will conform to the highest ethical standards. ~~Brown-Forman encourages its~~We encourage our employees to ~~“speak up”~~speak up when aware of a potential ~~code~~Code of ~~conduct~~Conduct violation, and ~~provides~~provide multiple channels for doing so — including anonymously. ~~The~~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/and~~~~www.brown-forman.com/about/corporate-governance/code-of-ethics-for-senior-financial-officers/~~.

Disclosure Controls Committee

The Disclosure Controls Committee is composed of members of management. This committee has established controls and procedures designed to ensure that information Brown-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).

~~Risk Committee~~

~~The mission of the~~ Enterprise Risk Management ~~(ERM) Committee, which is composed of members of management, is to ensure that all of Brown-Forman’s major risks are identified and evaluated.~~

The ~~ERM Committee also~~Chief Risk Officer maintains the risk register, facilitates risk scoring, identifies the individuals and teams ~~who~~that are responsible for mitigating risks and ensures that ~~mitigation~~ plans are in place to mitigate ~~the Company’s~~Brown-Forman’s most significant risks. The ~~ERM Committee~~Chief Risk Officer reports to the Audit Committee regarding ~~its policies~~procedures, risk ranking results and ~~processes.~~risk mitigation status. In addition, the ~~ERM Committee~~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.

~~BROWN-FORMAN2017~~

14BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

CORPORATE GOVERNANCE •| OUR CONTROLLING FAMILY STOCKHOLDERS

OUR CONTROLLING FAMILY STOCKHOLDERS

~~OUR 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 a strong relationship with the Brown family is essential to our growth, independence, and ability to create long-term value for all stockholders. Management 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 variety of 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,~~Committee. They co-chaired this committee until Mr. Varga’s retirement, at which ~~they continue to~~point Lawson E. Whiting, our new President and Chief Executive Officer, joined Mr. Brown as co-chair. ~~This committee~~The Brown-Forman/Brown Family Shareholders Committee provides a forum for frequent, open, and constructive dialogue between Brown-Forman and its controlling family stockholders. ~~The Brown Family Shareholders Committee~~In addition, the committee engages the Brown family on topics of mutual interest such as the ~~Company~~company and our industry, governance, ownership, and philanthropy.

Director of Family Shareholder Relations

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

Brown Family Member Employees

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

~~2017~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS BROWN-FORMAN15

	~~PROPOSAL 1:~~
	~~ELECTION OF DIRECTORS~~

Election of Directors

This section provides information about our ~~thirteen~~fourteen 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 our ~~2016~~2018 Annual Meeting except for ~~Kathleen M. Gutmann,~~Lawson E. Whiting, who was appointed to the Board in May 2017. Kathleen M. Gutmann was recommended for appointment to the Board by the Corporate Governance and Nominating Committee following a process conducted with the assistance of a third-party executive search firm.November 2018.

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

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 designated~~designates one. As of the date of this Proxy Statement, the Board believes each nominee is prepared to serve if elected.

NOMINEES

PATRICK BOUSQUET-CHAVANNE

Director since 2005

Age 61

COMMITTEES:

~~Director since 2005~~

~~Age 59~~

~~Committees:~~

-• Compensation

-• 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 ~~since~~from 2016 to 2018

-• Executive Director of Marketing and International from 2014 to 2016

-• Executive Director of Marketing and Business Development from 2013 to 2014

-• Corporate Director of Strategy and Business Development from 2012 to 2013

Positions at Yoostar Entertainment Group:

- • Co-Chairman from 2010 to 2012

- • President and Chief Executive Officer from 2009 to 2012

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, branding, licensing, distribution, digital, and international expansion

-• Experience dealing with governance issues relevant to family-controlled public companies

OTHER DIRECTORSHIPS

-• Marks and Spencer Group PLC ~~since~~from 2013 to 2018

-• HSNi Corporation from 2008 to 2013


CAMPBELL P. BROWN

Director since 2016 Age 4951	CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: -• Senior Vice President since 2018 • President and Managing Director of Old Forester, our founding bourbon brand, since 2015 -• Led the 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 ~~23-year~~25-year career -• Founding member of Brown-Forman/Brown Family Shareholders Committee ~~since~~from 2007 to 2018	QUALIFICATIONS AND SKILLS -• Business and industry experience gained by serving in operational, management, and executive positions within ~~the Company~~Brown-Forman -• Deep knowledge of family corporate governance -• 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 ~~shareholders~~stockholders OTHER DIRECTORSHIPS -• Republic Bank and Trust Company since 2008 • Kentucky Distillers Association since 2016

~~BROWN-FORMAN2017~~

16BROWN-FORMAN 2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~ELECTION OF DIRECTORS~~•Election of Directors ~~NOMINEES~~| Nominees

GEO. GARVIN BROWN IV

Director since 2006

Age 50

COMMITTEES:

~~Director since 2006~~

~~Age 48~~

~~Committees:~~

-• Corporate Governance and Nominating

-• Executive(Chair)

CURRENT AND PAST POSITIONS

Positions with Brown-Forman and affiliates:

-• Chairman of the Board since 2007

-• Executive Vice President from 2011 to 2015

-• Senior Vice President and Managing Director of Western Europe and Africa from 2009 to 2011

-• Vice President and Jack Daniel’s Brand Director in Europe and Africa from 2004 to 2008

-• Director of the Office of the Chairman and Chief Executive Officer from 2002 to 2004

-• Founding member and Co-Chairman of Brown-Forman/Brown Family Shareholders Committee since 2007

QUALIFICATIONS AND SKILLS

-• Business and industry experience gained by serving in operational, management, and executive positions within ~~the Company~~Brown-Forman

-• Deep knowledge of family corporate governance

-• 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 ~~shareholders~~stockholders


STUART R. BROWN

Director since 2015 Age 5254	CURRENT AND PAST POSITIONS Typha Partners, LLC(an early-stage private equity investment company), Managing Partner since 2010 DendriFund, Inc.(a ~~charitable~~private, non-operating foundation ~~established~~focused on natural resource sustainability, seeded by Brown-Forman), Founding Director and President ~~since~~from 2011 to April 2019 Between the Covers Bookstore, Owner from 1998 to 2010 Positions with Brown-Forman and affiliates: -• Sales and Marketing Management from 1995 to 1998 -• Founding member of Brown-Forman/Brown Family Shareholders Committee ~~since~~from 2007 to 2018	QUALIFICATIONS AND SKILLS -• Extensive experience in family governance, entrepreneurial management, finance, and board leadership -• 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 ~~shareholders~~ stockholders


BRUCE L. BYRNES

Director since 2010 Age 71 COMMITTEES: ~~Director since 2010~~ ~~Age 69~~ ~~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

~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS BROWN-FORMAN 17

~~ELECTION OF DIRECTORS •~~Election of Directors~~NOMINEES~~ | Nominees

JOHN D. COOK

Director since 2008; Lead Independent Director since 2012 Age 66 COMMITTEES: ~~Director since 2008;~~• Compensation ~~Lead Independent~~ ~~Director since 2012~~ ~~Age 64~~ ~~Committees:~~ ~~-Compensation~~ ~~-Corporate~~• Corporate Governance and Nominating(Chair) ~~-Audit~~ ~~-Executive~~• Executive	CURRENT AND PAST POSITIONS Positions with McKinsey & Company: -• Director Emeritus -• Director from 2003 to 2008	QUALIFICATIONS AND SKILLS -• Skills gained during aan over 40-year career advising and managing consumer products companies and creating ~~shareholder~~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 4648	CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: -• Senior Vice President, Managing Director of Global Travel Retail ~~which includes Duty Free, Military, Cruise,~~ and ~~Transportation sales globally~~Developed Australia/Pacific Region since ~~2015~~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 ~~19-year~~21-year career - • Founding member of Brown-Forman/Brown Family Shareholders Committee ~~since~~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 ~~the Company~~Brown-Forman and industry ~~- Deep knowledge of family corporate governance~~• Extensive international operations and leadership experience -• Perspective as a fifth generation Brown family stockholder - • A history of service on the ~~Brown-Forman Executive Committee and~~ Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of ~~shareholders~~stockholders

LAURA L. FRAZIER

Director since 2016

Age 5961

CURRENT AND PAST POSITIONS

Bittners LLC(a more than 160-year-old interior and commercial design firm), Owner, Chairman, and past-CEO

Positions with Brown-Forman and affiliates:

-• Member of the board of directors of Lenox, Inc., a former subsidiary, from 1999 to 2005

-• Founding member of Brown-Forman/Brown Family Shareholders Committee ~~since~~from 2007 to 2018

QUALIFICATIONS AND SKILLS

-• Executive leadership and entrepreneurial management skills

-• Perspective as a fifth generation Brown family stockholder

-• 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

~~BROWN-FORMAN2017~~

18BROWN-FORMAN 2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~ELECTION OF DIRECTORS •~~Election of Directors ~~NOMINEES~~| Nominees

KATHLEEN M. GUTMANN

Director since 2017 Age 50 COMMITTEES: ~~Director since May 2017~~ ~~Age 48~~• Audit	CURRENT AND PAST POSITIONS Positions with United Parcel Service: -• Chief Sales and Solutions Officer and Senior Vice President of The UPS Store and UPS Capital since ~~2015~~2014 ~~- Senior Vice President of Worldwide Sales and Solutions from 2014 to 2015~~ -• President of Worldwide Sales from 2011 to 2014	QUALIFICATIONS AND SKILLS -• Extensive senior management and executive leadership experience • Experience ~~with~~ directing long-term strategy as a member of the UPS Management Committee -• Oversight of P&L for UPS Capital a(a UPS subsidiary that provides supply chain, financial, insurance, and payment ~~solutions,~~solutions) and The UPS Store a(a franchise system of retail shipping, mailbox, print, and business service ~~centers~~centers)

AUGUSTA BROWN HOLLAND

Director since 2015 Age 4143	CURRENT AND PAST POSITIONS -• Haystack Partners LLC(environmentally conscious real estate ~~development)~~development company), Founding Partner since 2006 -• Founding member of Brown-Forman/Brown Family Shareholders Committee ~~since~~from 2007 to 2018	QUALIFICATIONS AND SKILLS -• Extensive knowledge of urban planning and revitalization and environmentally friendly development -• Experience serving on numerous civic boards -• Perspective as a fifth generation Brown family stockholder -• 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

MICHAEL J. RONEY

Director since 2014

Age 65

COMMITTEES:

~~Director since 2014~~

~~Age 63~~

~~Committees:~~

-• Compensation(Chair)

CURRENT AND PAST POSITIONS

Bunzl plc, Chief Executive Officer from 2005 to 2016

QUALIFICATIONS AND SKILLS

-• Extensive senior management and executive leadership experience

-• Deep expertise in multinational production, distribution, and operations

-• Financial expertise

-• International mergers and acquisitions experience

OTHER DIRECTORSHIPS

-• Next plc since ~~February~~ 2017 ~~Deputy Chairman and Chairman Designate~~

-• Grafton Group plc since ~~May~~ 2016 ~~Non-Executive Chairman since January 1, 2017~~

-• Johnson Matthey plc from 2007 to 2014 ~~Senior Independent Director~~

-• Bunzl plc from 2003 to 2005 ~~Non-Executive Director~~

~~2017~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~BROWN-FORMAN~~BROWN-FORMAN 19

~~ELECTION OF DIRECTORS •~~Election of Directors~~NOMINEES~~ | Nominees

~~MICHAEL A. TODMAN~~TRACY L. SKEANS

Director since 2018 Age 46 COMMITTEES: • Audit	CURRENT AND PAST POSITIONS Positions with Yum! Brands, Inc. and affiliates: • Chief Transformation and People Officer, Yum! Brands, Inc. since 2016 • President, Pizza Hut International from 2014 to 2015 • Chief People Officer, Pizza Hut Global from 2013 to 2014 • Chief People Officer, Pizza Hut US from 2011 to 2013	QUALIFICATIONS AND SKILLS • Strong track record of business leadership overseeing transformation strategy, human resources, and corporate communications functions • Experience leading business transformation and global people capability strategies to build powerful brands and fuel sustainable results • Extensive accounting, treasury, and financial expertise

MICHAEL A. TODMAN

Director since 2014 Age 61 COMMITTEES: ~~Age 59~~ ~~Committees:~~ -• Audit(Chair)	CURRENT AND PAST POSITIONS Positions with Whirlpool and affiliates: -• Vice Chairman, Whirlpool Corporation from 2014 to 2015 -• President, Whirlpool International from 2009 to 2014 -• President, Whirlpool North America from 2007 to 2009	QUALIFICATIONS AND SKILLS -• Extensive knowledge and experience in multinational operations, sales and distribution, and manufacturing -• Executive leadership of large multinational organizations -• Financial expertise OTHER DIRECTORSHIPS -• Newell Rubbermaid, Inc. since 2007 -• Prudential Financial, Inc. since 2016 -• Whirlpool Corporation from 2006 to 2015

~~PAUL C. VARGA~~LAWSON E. WHITING

Director since November 2018

Age 51

COMMITTEES:

~~Director since 2003~~

~~Age 53~~

~~Committees:~~

-• Executive

CURRENT AND PAST POSITIONS

Positions with Brown-Forman and affiliates:

~~- Chief Executive Officer since 2005~~

~~- Chairman since 2007~~

-• President and Chief Executive Officer ~~of Brown-Forman Beverages~~since 2019

• Executive Vice President and Chief Operating Officer from ~~2003~~2017 to ~~2005~~2018

~~- Global~~• Executive Vice President and Chief ~~Marketing~~Brands and Strategy Officer from 2015 to 2017

• Senior Vice President and Chief Brands Officer from 2013 to 2015

• Senior Vice President and Managing Director for ~~Brown-Forman Spirits~~Western Europe from ~~2000~~2011 to ~~2003~~2013

• Vice President and Finance Director for Western Europe from 2010 to 2011

• Vice President and Finance Director for North America from 2009 to 2010

QUALIFICATIONS AND SKILLS

-• In-depth knowledge of ~~the Company’s~~Brown-Forman’s business, operations, and strategy gained during his ~~30-year~~22-year career

-• Extensive knowledge of the beverage alcohol industry

~~- Sales and marketing~~• Operations and financial ~~expertise~~experience

-• Strategic thinking, leadership, management, consensus-building, and communication skills

~~OTHER DIRECTORSHIPS~~

~~- Macy’s, Inc. since 2012~~

Family relationships.No family relationship — first cousin or closer — exists between any two directors, executive officers, or individuals nominated or chosen to become a director or executive officer, except for the following relationships between Brown family directors: Geo. Garvin Brown IV and Campbell P. Brown are brothers, and Marshall B. Farrer is their first cousin; and Stuart R. Brown and Augusta Brown Holland are first cousins.

~~BROWN-FORMAN2017~~

20BROWN-FORMAN 2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~DIRECTOR COMPENSATION~~

Director Compensation

OVERVIEW

Our directors serve one-year terms that begin ~~with their election~~when they are elected at an Annual Meeting and end immediately upon the election of directors at the next Annual Meeting. We refer to this period as a “Board Year” for director compensation purposes.

Our non-employee director compensation consists of an annual Board retainer, a Chair of the Board retainer, a Lead Independent Director retainer, committee member retainers, committee chair retainers, and meeting fees. To align the interests of our non-employee directors with those of our stockholders, non-employee directors receive their Board retainers in a combination of cash and equity. Non-employee directors receive meeting fees only if they attend more than eight meetings (Board), ten meetings (Audit Committee), or six meetings (Compensation Committee and Corporate Governance &and Nominating Committee). The Compensation Committee believes this compensation structure appropriately reflects the importance of directors’ active participation at Board and committee meetings.

The Compensation Committee reviews, with the assistance of its independent consultant, ~~Frederic W. Cook & Co. (FWC)~~FWC, information each year related to the competitiveness of our non-employee ~~Director compensation and, from~~director compensation. From time to time, the Compensation Committee recommends adjustments to ~~its~~our compensation structure to ensure both continued competitiveness and the appropriate level and mix of compensation. Based upon the review ~~of this information~~conducted in fiscal ~~2017,~~2019, and with the advice of FWC, the Compensation Committee recommended to the Board, and the Board ~~confirmed and~~ approved, nothe following changes to ~~the existing retainers and fees listed below.~~director compensation:

•	increase the Lead Independent Director Retainer by $15,000; and
•	increase the annual Board equity retainer by $20,000.

These changes are intended to better align compensation levels with those of our compensation comparator group.

DIRECTOR COMPENSATION STRUCTURE

Pay Element		Amount
Lead Independent Director Retainer		$45,000
Paid in six installments over the Board Year.	~~$30,000~~
Board Retainer Directors may elect to receive their cash retainer in equity. Directors who have satisfied our stock ownership guidelines may elect to receive up to 100% of the retainer in cash ~~including the equity retainer.~~rather than receiving equity. The cash retainer is paid in six installments over the Board Year. Any awards of deferred stock units are made in their entirety on the Annual Meeting date.		$~~185,000~~205,000 total • $70,000 cash • ~~$115,000~~$135,000 equity (deferred stock units)
Meeting Fees No fee is paid unless the director attends more than eight meetings (Board).	Board	$5,000 per meeting $2,500 per telephonic meeting

No fee is paid unless the director attends more than ten meetings ~~(Audit)~~ (Audit Committee) or six meetings (Compensation and Corporate Governance ~~& Nominating)~~and Nominating Committees)	Audit, Compensation, and Corporate Governance &and Nominating Committees	$2,500 per meeting $1,250 per telephonic meeting
Committee Member Retainers	Audit Committee	$25,000
Paid in six installments over the Board Year.	Compensation Committee	$20,000
	Corporate Governance &and Nominating Committee	$20,000
Committee Chair Retainers (~~Audit, Compensation, and Corporate Governance & Nominating)~~ excluding Executive Committee)		$20,000
Paid in six installments over the Board Year. ~~If a~~A director who chairs more than one committee ~~he or she~~ will receive multiple chair retainers.		~~$20,000~~
The Committee Chair Retainer is in addition to the Committee Member Retainer.
Non-Employee Chair of the Board Retainer		$625,000
Paid in six installments over the Board Year.	~~$625,000~~

~~2017~~

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN21~~BROWN-FORMAN~~

~~DIRECTOR COMPENSATION •~~ Director Compensation~~OVERVIEW~~| Overview

Deferred Stock Units

Our Deferred Stock Unit (DSU) program for non-employee directors allows us to issue both Class A common DSUs and Class B common DSUs. Each DSU represents the right to receive one share of Brown-Forman’s Class A or Class B common stock, based on the closing price of the shares on the date the award is made. After a non-employee director’s Board service ends, his or her DSUs are paid out in shares of Class A or Class B common stock following a six-month waiting period. Directors may elect to receive this distribution either in a single lump sum or in ten equal annual installments.

~~On each dividend payment date, non-employee~~Non-employee directors are credited with the cash dividends on the number of shares represented by the DSUs they held on the record date for that dividend. These dividend credits are converted to additional DSUs based on the market value of the Class A or Class B common stock as of the dividend payment date.

If a director’s Board service ends during a Board Year, the DSUs attributable to the remainder of that Board Year do not vest and are forfeited.

Employee Directors

~~Paul C. Varga,~~

Lawson E. Whiting, Campbell P. Brown, and Marshall B. Farrer are our employee directors. They do not receive any compensation for serving on our Board, any of its committees, or on the boards or equivalent bodies of any of our subsidiaries.

Stock Ownership Guideline

Our stock ownership guideline for non-employee directors is equal to five times the annual board retainer, which ~~in fiscal 2017~~for the 2019 Board Year was ~~$925,000.~~$1,025,000. When considering whether a non-employee director has satisfied the stock ownership guideline, the Compensation Committee includes ~~DSUs as well as~~ Class A or Class B common stock held ~~directly.~~directly and DSUs. The value of any unexercised stock-settled stock appreciation rights (SSARs) is not included. Any non-employee director who has not yet met the stock ownership guideline ~~must elect to~~will receive at least 60% of his or her annual equity ~~board~~Board retainer in DSUs.

Expense Reimbursement

We reimburse all directors for reasonable and necessary expenses they incur in ~~performing their duties as directors.~~connection with attending Brown-Forman Board and committee meetings. In addition, we provide a ~~travel~~ stipend of $3,000 per meeting to directors who must travel to an overseas location for such Board ~~meetings from outside the United States.~~and committee meetings.

Continuing Education Allowance

Brown-Forman covers the cost, up to $10,000 per director per Board Year, of continuing education programs to support our directors’ efforts to remain current on best practices in board governance, industry matters, or other business topics relevant to their Board service.

Events

We occasionally invite our directors and their spouses to ~~certain~~ events, including strategy retreats, retirement celebrations, award dinners, and similar functions. We believe these occasions provide valuable opportunities for our directors to establish and develop relationships with our senior executives, long-term stockholders, employees, and each other, furthering our objective of having a strong and cohesive board.

22BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~DIRECTOR COMPENSATION •~~ Director Compensation~~FISCAL 2017 DIRECTOR COMPENSATION~~ | Fiscal 2019 Director Compensation

FISCAL ~~2017~~2019 DIRECTOR COMPENSATION

The following table shows the compensation paid to non-employee directors for their service in fiscal ~~2017.~~

~~FISCAL 2017 DIRECTOR COMPENSATION TABLE~~2019.

FISCAL 2019 DIRECTOR COMPENSATION TABLE									FISCAL 2019 DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash⁽¹⁾		DSU Awards⁽²⁾⁽³⁾		All Other Compensation⁽⁴⁾		Total			Fees Earned or Paid in Cash⁽¹⁾	DSU Awards⁽²⁾⁽³⁾	All Other Compensation⁽⁴⁾	Total
Joan C. Lordi Amble⁽⁵⁾		$13,615		$—		$—		$13,615
Patrick Bousquet-Chavanne		59,394		185,000		15,000		259,394		$163,323	$115,000	$12,000	$290,323
Geo. Garvin Brown IV		517,727		312,500		18,000		848,227		532,500	312,500	18,000	863,000
Martin S. Brown Jr.⁽⁵⁾		45,066		—		—		45,066
Stuart R. Brown		185,227		—		—		185,227		149,375	57,500	—	206,875
Bruce L. Byrnes		116,477		115,000		—		231,477		115,000	115,000	—	230,000
John D. Cook		115,158		185,000		—		300,158		257,500	—	—	257,500
Laura L. Frazier		172,567		—		—		172,567		200,000	—	—	200,000
Sandra A. Frazier⁽⁵⁾		45,066		—		—		45,066
Kathleen M. Gutmann										95,000	115,000	—	210,000
Augusta Brown Holland		85,227		115,000		—		200,227		70,000	115,000	—	185,000
Michael J. Roney		26,061		185,000		18,000		229,061		95,000	115,000	18,000	228,000
Tracy L. Skeans⁽⁵⁾										25,000	253,701	—	278,701
Michael A. Todman		115,133		115,000		—		230,133		115,000	115,000	—	230,000
Paul C. Varga⁽⁶⁾										68,333	—	—	68,333

(1)	Amounts in this column reflect fees earned during fiscal ~~2017~~2019 and ~~include:~~include annual Board retainer if(if paid in ~~cash;~~cash), Lead Independent Director ~~fee;~~retainer, annual committee chair and committee member ~~retainers;~~retainers, non-employee chair of the Board retainer if(if paid in ~~cash;~~cash), and any Board and committee meeting fees.
(2)	DSUs represent the right to receive one share of Class A or Class B common stock, and are determined by dividing the cash value of the compensation being paid in DSUs by the closing price of Class A or Class B common stock on the date of grant. DSU awards for the ~~2017~~2019 Board Year were granted on July ~~28, 2016.~~26, 2018. The closing price of our Class A common stock on that date was ~~$105.14.~~$54.20. The closing price of our Class B common stock on that date was $54.00. On dividend payment dates, outstanding DSUs are credited with dividend-equivalent DSUs.
(3)	The aggregate number of SSARs ~~DSUs,~~ and ~~Restricted Stock Units (RSUs)~~DSUs outstanding for each of our non-employee directors as of April 30, ~~2017,~~2019, is set forth below. All SSARs shown are fully vested and exercisable. Annual grants of DSUs vest over the course of the Board Year. Outstanding SSARs and RSUs for Geo. Garvin Brown IV represent awards granted to him while he was an executive for Brown-Forman. Mr. Brown’s outstanding time-based RSUs will vest as follows, assuming his continued service on the Board: 6,852 RSUs vest on April 30, 2018, and 760 RSUs vest on April 30, 2019.

Name DSUs Outstanding Class A
as of April 30, 2017 DSUs Outstanding Class B
as of April 30, 2017 Class B SSAR Outstanding
as of April 30, 2017 Class B Time-Based
Restricted Stock Units
as of April 30, 2017
Joan C. Lordi Amble 9,179 4,252 — —
Patrick Bousquet-Chavanne 15,773 10,526 — —
Geo. Garvin Brown IV 12,485 — 12,512 7,612
Martin S. Brown, Jr. — 3,163 24,494 —
Stuart R. Brown — — — —
Bruce L. Byrnes 9,747 6,831 — —
John D. Cook 15,773 10,526 43,504 —
Laura L. Frazier — — — —
Sandra A. Frazier — 3,163 24,494 —
Augusta Brown Holland 3,424 — — —
Michael J. Roney 11,909 — — —
Michael A. Todman 8,259 — — —
Name DSUs Outstanding Class A
as of April 30, 2019 DSUs Outstanding Class B
as of April 30, 2019 Class B SSARs Outstanding
as of April 30, 2019
Patrick Bousquet-Chavanne 20,926 18,442 —
Geo. Garvin Brown IV 25,105 4,817 —
Stuart R. Brown 1,071 — —
Bruce L. Byrnes 14,626 12,042 —
John D. Cook 20,178 18,790 12,188
Kathleen M. Gutmann 4,868 681 —
Augusta Brown Holland 8,014 1,467 —
Michael J. Roney 18,282 4,032 —
Tracy L. Skeans 4,727 — —
Michael A. Todman 13,070 2,730 —

(4) Reflects taxable ~~travel~~ stipend amounts paid during fiscal ~~2017~~2019 to directors who ~~traveled~~must travel to an overseas location for Board ~~meetings from outside of the United States.~~and committee meetings.
(5) ~~Ms. Joan~~Tracy L. Skeans joined the Board on March 21, 2018. The amounts set forth under “DSU Awards” represent the fees earned for her service for part of fiscal 2018 and fiscal 2019.
(6) Paul C. ~~Lordi Amble, Mr. Martin S. Brown Jr.,~~Varga retired as Chairman and ~~Ms. Sandra A. Frazier’s service as directors ended~~Chief Executive Officer of Brown-Forman on ~~July 28, 2016, at the 2016 Annual Meeting.~~December 31, 2018. The amounts set forth under “Fees Earned or Paid in Cash” represent the fees earned for ~~their~~his service as a non-employee director for part of fiscal ~~2017.~~2019.

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~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~
23

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Compensation Discussion and Analysis

This section describes our executive compensation philosophy and objectives, and the decisions of the Compensation Committee (Committee) regarding the compensation of our Named Executive Officers (NEOs). For fiscal ~~2017,~~2019, our NEOs were:

~~Name~~ ~~Title~~
~~Paul C. Varga~~ ~~Company Chairman~~
Lawson E. Whiting
President and Chief Executive Officer⁽¹⁾
Jane C. Morreau
Executive Vice President and Chief Financial Officer
Mark I. McCallum
Executive Vice President ~~President Jack Daniel’s~~and Chief Brands
~~Jill A. Jones~~ Officer
Matthew E. Hamel
Executive Vice President, General Counsel and Secretary
Thomas Hinrichs
Senior Vice President, ~~NAR, CCSA, IMEA~~International Division
Paul C. Varga
Former Company Chairman and ~~GTR~~Chief Executive Officer⁽²⁾
(1) Mr. Whiting became Chief Executive Officer effective January 1, 2019 and became President effective March 28, 2019.
~~Lawson E. Whiting~~(2) ~~Executive Vice President, Chief Brands and Strategy Officer~~Mr. Varga retired as an employee of Brown-Forman on December 31, 2018.

EXECUTIVE SUMMARY

Pay for Performance

We believe ~~in pay for performance through~~ our short- and long-term incentive ~~programs.~~programs should drive performance. These programs utilize key performance metrics to compare our performance to that of our peers. We believe the use of these ~~metrics:~~metrics accomplishes four key objectives:

• ~~is the clearest way to demonstrate the~~
demonstrating value provided to our ~~stockholders;~~
•stockholders ~~ensures~~ ensuring that we hold ourselves to aan objective performance standard ~~that is as objective as possible;~~
• ~~reinforces~~ reinforcing a competitive and innovative mindset among our ~~leadership; and~~
•leadership ~~ensures~~ ensuring that ~~the~~ incentive payments are ~~appropriate.~~appropriate

We believe one of the best measures of value ~~to the Company created by~~ our NEOs create is the return provided to our stockholders relative to the returns of other companies in our industry and the broader S&P 500, as shown in the charts below:

BROWN-FORMAN TOTAL SHAREHOLDER RETURN (TSR) VS. EARNINGS PER SHARE (EPS) VS. CEO TOTAL COMPENSATION GROWTH⁽¹⁾
~~TOTAL SHAREHOLDER RETURN (TSR):~~TSR: BROWN-FORMAN VS. INDUSTRY VS. S&P 500⁽²⁾

(1) Compares ~~total shareholder return~~trends for TSR of Brown-Forman Class B common stock and diluted ~~earnings per share~~EPS (percent growth over prior fiscal year) with the increase in ~~Mr. Varga’s~~ total compensation for the CEO role (percent growth over prior fiscal year). Given the CEO transition, total compensation is reflective of amounts earned by Mr. ~~Varga’s~~Varga, with the exception of base salary and all other compensation, ~~includes~~which represents amounts paid to both Mr. Varga and Mr. Whiting in fiscal 2019. Amounts are inclusive of base salary, stock appreciation rights, non-equity compensation, and all other compensation as reported in the fiscal 2019 Summary Compensation ~~Table.~~table. It also includes the performance-adjusted restricted stock award values as reported at the end of the applicable three-year performance period. ~~Mr. Varga’s change~~Change in pension values are excluded.
(2) Represents the compound annual growth rate of TSR. Industry ~~total shareholder return~~TSR is based on a weighted average of comparable companies ~~within~~in the distilled spirits industry.

24
~~BROWN-FORMAN2017~~
24BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

COMPENSATION DISCUSSION AND ANALYSIS  •  ~~OVERVIEW OF OUR COMPENSATION PROGRAM~~  |  EXECUTIVE SUMMARY

~~As a result~~
Every year, the Committee evaluates NEO compensation in comparison to the compensation of ~~the~~executives with equivalent positions within our industry. (This process is described below under “How We Set Target Compensation for Our NEOs.”) The Committee’s 2019 annual review ~~process, it was determined~~revealed that the total target direct compensation for our NEOs was below the market median ~~when compared to~~for our compensation peer group listed on page ~~28.~~29. In light of this review, we believe our executive compensation program delivers exceptional value to our stockholders, particularly considering the combination of strong returns and financial performance that Brown-Forman and ~~its~~our management team have delivered over multiple years.

Performance-Based Payouts for Fiscal ~~2017~~2019
~~Brown-Forman performance in fiscal 2017 reflected~~
Our compensation program demonstrates the close alignment between ~~executive compensation~~pay and ~~Brown-Forman’s~~ performance.

~~CASH INCENTIVES~~
• ~~We reported 7% growth in underlying operating income, above our predicted growth target for industry peers of 5%. As a result, short-term cash incentives paid out at 127% of target.~~
• Our long-term cash incentives measure three-year performance of 1) absolute underlying operating income (40% weighting), 2) relative underlying operating income compared to industry peers (40% weighting), and 3) achievement of key long-term strategic objectives in our BF 150 corporate strategy (20% weighting). Our performance on these measures for the fiscal 2015–2017 performance period resulted in a payout of 143% of target.

EQUITY-BASED INCENTIVES
We use equity-based compensation to align the long-term economic interests of our ~~executives~~NEOs with those of our stockholders. We offer our NEOs two types of equity-based incentives: performance-based restricted ~~Class A common~~ stock or stock units, and stock-settled stock appreciation ~~rights settled in shares of Class B common stock.~~rights.

• Performance-based restricted stock awards for the fiscal ~~2015–2017~~2017–2019 performance period were converted into restricted shares shortly after the conclusion of fiscal ~~2017.~~2019. The ~~conversion~~number of restricted shares awarded was ~~based on~~determined by the cumulative ~~total shareholder return~~TSR of our Class B common stock compared to ~~that~~the weighted average TSR of the companies constituting the Standard & Poor’s Consumer Staples Index. Our relative performance against this group over the performance period was at the ~~11th~~81st percentile, resulting in a ~~threshold~~ payout at ~~50%~~150% of ~~target.~~target.
• Payouts of our stock-settled stock appreciation rights are determined by the increase of our Class B common stock price above the awards’ stated grant price.

Advisory Votes on Executive Compensation
In
We conduct an advisory vote on our ~~first~~executive compensation (“say-on-pay”) every three years. Our last “say-on-pay” vote inoccurred at our ~~2014~~2017 Annual Meeting, and our stockholders expressed overwhelming support for the compensation of our NEOs, with more than 99% of the votes cast approving the advisory “say-on-pay” resolution. The Committee considered these results as one of many factors in its executive compensation decisions for fiscal ~~2015, 2016,~~2018 and ~~2017,~~2019, and did not make any material changes to the executive compensation program.

Following the expressed preference of our stockholders, who approved an advisory resolution favoring a three-year frequency for advisory say-on-pay votes at our 2017 Annual Meeting, Brown-Forman ~~expects to~~will continue to conduct future advisory votes on executive compensation every three ~~years, but reserves~~years. We expect that our next say-on-pay vote will occur at our 2020 Annual Meeting. However, we reserve the right to conduct votes more frequently in order to seek additional feedback ~~from our stockholders. As in past years, the Committee will consider the results of this year’s “say-on-pay” advisory vote (Proposal 2 on page 51) in its future executive compensation decisions.~~when warranted.

2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN    25
COMPENSATION DISCUSSION AND ANALYSIS  |  OVERVIEW OF OUR COMPENSATION PROGRAM
Our company vision is “Building Forever,” which reflects our long-term perspective and desire to remain a strong, independent company indefinitely. We aim to “enrich the experience of life by responsibly building beverage alcohol brands, in our own way, that thrive and endure for generations.” We have identified specific strategic ambitions, known as the BF 150, that support our mission and vision as they represent objectives we believe are necessary to position our enterprise for success in the year 2020, coinciding with our 150th anniversary. These priorities include:
• Building brands and businesses that create stockholder value;
• Keeping Jack Daniel’s Tennessee Whiskey strong, healthy, and relevant to consumers worldwide;
• Continuing to be the global leader in American whiskey;
• Cultivating a portfolio of super premium brands;
• Growing our business in the United States, our largest market;
• Growing our non-U.S. developed and emerging markets;
• Engaging our stockholders, including our controlling family stockholders;
• Pursuing well-balanced capital deployment strategies; and
• Being responsible in everything we do.
OVERVIEW OF OUR COMPENSATION PROGRAM

Compensation Objectives and Principles
The objective of our executive compensation program is to attract, motivate, reward, and retain a diverse team of talented executives who will lead Brown-Forman to produce superior, sustainable, long-term value for our stockholders.

As a family-controlled company, our history guides our perspective on executive compensation. Members of the Brown family have historically served as our senior leadership, and their compensation was modest by competitive market standards. While this was not a major concern at the time given their significant stock holdings, in recent years employees other than Brown family members have more frequently held our most senior executive positions. These individuals have less substantial ownership in the Company and, as a result, our compensation structure has evolved over time to better reflect the competitive landscape for executive talent. In order to remain competitive, as well as to ensure our ~~alignment~~compensation packages are aligned with the interests of the Brown ~~Family~~family and our other stockholders, we believe we have established ~~programs~~a program that ~~remain~~remains focused on creating long-term value, reinforcing financial accountability, and delivering outstanding operational outcomes to drive sustained performance of ~~Brown-Forman’s~~Brown-Forman stock.

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~~COMPENSATION DISCUSSION AND ANALYSIS  •~~  ~~OVERVIEW OF OUR COMPENSATION PROGRAM~~
Our company vision is “Building Forever,” which reflects our long-term perspective and desire to remain a strong, independent company indefinitely. We aim to “enrich the experience of life by responsibly building beverage alcohol brands, in our own way, that thrive and endure for generations.” We have identified specific strategic ambitions, known as the BF 150, that support our mission and vision as they represent objectives we believe are necessary to position our enterprise for success in the year 2020, coinciding with our 150th anniversary. These priorities include:
• ~~Building brands and businesses that create stockholder value;~~
• ~~Keeping Jack Daniel’s Tennessee Whiskey strong, healthy, and relevant to consumers worldwide;~~
• ~~Continuing to be the global leader in American whiskey;~~
• ~~Growing our Finlandia and Herradura portfolios;~~
• ~~Growing our business in the United States, our largest market;~~
• ~~Growing our non-U.S. developed and emerging markets;~~
• ~~Engaging our stockholders, including our controlling family stockholders;~~
• ~~Pursuing well-balanced capital deployment strategies; and~~
• ~~Being responsible in everything we do.~~
~~We believe that our executive compensation program enhances our ability to achieve these priorities in a manner that is aligned with our vision, mission, and values.~~
Compensation Elements
Principal elements of compensation for our NEOs include:

• base salary (including holiday bonus);
• short-term (one-year) performance-based cash compensation;
• long-term (three-year) performance-based cash compensation;
• long-term equity-based incentive compensation (stock-settled stock appreciation rights and performance-based restricted ~~stock)~~stock units);
• benefits and limited perquisites ~~that are~~ generally available to all senior executives; and
• limited post-employment compensation and other benefits.

Measuring Performance
To measure financial performance, we use a metric called “underlying operating income.” This ~~number~~metric is determined by adjusting GAAP operating income for the ~~effect~~effects of acquisitions and divestitures, foreign currency changes, ~~the effect of~~ estimated net changes in distributor inventories for our brands, and the ~~effect~~establishment of ~~acquisitions and divestitures.~~our charitable foundation. Please refer to Appendix A at the end of this Proxy Statement for additional information.

The Committee believes the most relevant measures of our performance are:

• strong and sustained growth in underlying operating income, both on an absolute basis and relative to industry peers,
• progress toward our long-term strategic goals, and
• our three-year ~~total shareholder return~~TSR relative to the S&P Consumer Staples Index.

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COMPENSATION DISCUSSION AND ANALYSIS  |  THE ROLE OF OUR COMPENSATION COMMITTEE
FISCAL 2019 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

~~FISCAL 2017 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS~~
Performance-Based Component Performance Measures
Short-Term Cash Incentive 80% Weighting: Underlying operating income growth⁽¹⁾relative to expected performance among industry peers
20% Weighting: Individual performance
Long-Term Cash Incentive⁽²⁾ 30% Weighting: Underlying operating income growth compared to sustained growth of 8%
30% Weighting: Underlying operating income growth compared to industry peers
40% Weighting: Progress toward long-term quantitative and qualitative strategic goals
Performance-Based Restricted Stock ~~Total shareholder return~~ TSR relative to S&P Consumer Staples Index
Stock-Settled Stock Appreciation Rights Stock price growth above grant price

(1) “Underlying operating income” is not derived in accordance with GAAP. ~~We explain why~~Please refer to Appendix A at the ~~Company uses~~end 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 2017.~~
~~(2)~~ ~~Weightings for our long-term cash incentives were adjusted beginning with the fiscal 2016 grants. Please see page 32 for more~~additional information.

Competitive Compensation
We aspire to provide target compensation for our NEOs that approximates median target compensation delivered to executives in similar positions at companies we consider competition for senior executive talent. We believe that providing strong, competitive target compensation aligned with performance enhances our ability to secure the right executive leadership while driving the right results for our stockholders.

To help ensure we meet this objective, the Committee compares Brown-Forman’s compensation practices with those of a group of high-performing, brand-building consumer products companies with similar financial characteristics. The Committee reviews this group of companies annually to ensure they continue to meet these criteria. These companies are listed on page ~~28.~~

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~~COMPENSATION DISCUSSION AND ANALYSIS  •~~  ~~TARGET COMPENSATION~~29.

THE ROLE OF OUR COMPENSATION COMMITTEE
The Committee serves a critical role in our compensation ~~governance. Through~~governance by providing independent oversight and thought leadership on executive compensation and ~~its relationship to Company performance, the Committee establishes~~establishing performance objectives that correlate pay and performance. The Committee, with the assistance of its independent compensation consultant, FWC, establishes compensation for our NEOs and other designated executive officers, and helps the Board fulfill its duties relating to the compensation of our directors, officers, and employees. The Committee also has the sole authority, on behalf of the Board, to determine the compensation of our CEO. Pursuant to its charter, the Committee may delegate to the Management Compensation and Benefits Committee, or to one or more company officers, the authority to make equity awards to other eligible individuals. The Committee may change or revoke any delegation at any time.

The Committee is composed of three independent directors — Messrs. Roney (Chair), Bousquet-Chavanne, and Cook. Each member of the Committee qualifies as an independent director under the NYSE’s heightened independence standards for ~~Compensation Committee~~compensation committee members of non-controlled companies, as a non-employee director under SEC rules, and as an outside director under regulations adopted pursuant to Section ~~162~~162(m) of the Internal Revenue Code. As a “controlled company,” Brown-Forman is not required to meet all of these standards, but we believe that doing so is in the best interests of our ~~Company~~company and our stockholders.

The Committee’s deliberations and decisions are informed by the diverse experience of its members, input from certain members of management, advice from FWC, and access to functional experts ~~in our human resources department.~~at the company.

Sound Pay Practices
We avoid pay practices that we believe do not support the objectives of our executive compensation program or our culture. We do not offer NEOs employment agreements, non-performance-based cash payments (other than base salary and holiday bonus), tax gross-ups, excessive perquisites, ~~or severance~~ or change-in-control agreements. We also have an Incentive Compensation Recoupment Policy (commonly known as a “clawback” policy) that permits Brown-Forman to seek recovery of incentive compensation paid or awarded in the event ofwe restate a ~~subsequent~~ financial ~~restatement due to~~filing because of material noncompliance with financial reporting requirements or ~~the discovery of~~we discover an error in the calculation of ~~the~~that incentive ~~compensation that was awarded or paid.~~compensation.

Each year, we assess and evaluate potential compensation-related risks. Based upon this year’s review, management and the Committee have concluded that our compensation policies and practices do not create any risk that is reasonably likely to have a material adverse effect on Brown-Forman. This is our intent and it is consistent with our findings in prior years.

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COMPENSATION DISCUSSION AND ANALYSIS  |  TARGET COMPENSATION
The Compensation Consultant
As an independent compensation advisor, FWC reports directly to the Committee and attends meetings as requested. FWC provides the Committee with information on external compensation trends and guidance on the compensation of our CEO and other NEOs, and also reviews this Compensation Discussion and Analysis. In addition, FWC provides independent advice to the Board on director remuneration, assists with the Board and ~~Committee~~committee self-assessment process, and acts as the Committee’s advisor in working with management. FWC provides no other services to Brown-Forman or management.

In accordance with SEC and NYSE requirements, the Committee has reviewed the independence of FWC and determined that no conflict exists that would compromise the independence of the advice the firm provides.

TARGET COMPENSATION

How We Set Target Compensation for Our NEOs
We apply a customized approach to determine the target compensation offor each NEO. We consider each NEO’s role, the value of the role in the labor market, and factors specific to the NEO as an individual. Individual factors include tenure with Brown-Forman, mastery of current role, potential to move into expanded roles, performance, scarcity of ~~skill-sets,~~skill sets, retention risk, fit within our culture, career experience, and internal pay equity. We find that this approach leads to a more effective pay program than one based solely ~~based~~ on external labor market data.

To ensure our pay is competitive, we compare NEO compensation with the compensation for executives in similar positions within aour compensation comparator ~~group of high-performing, brand-building consumer products companies with financial characteristics similar to those of Brown-Forman.~~group. FWC prepares a market analysis comparing the target value of each element of compensation for Brown-Forman’s NEOs to the compensation paid by ~~the~~our compensation comparator group. This analysis produces a range of market-competitive levels of target compensation as one consideration in determining pay for our
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~~COMPENSATION DISCUSSION AND ANALYSIS  •~~  ~~TARGET COMPENSATION~~
NEOs. While we do not set target compensation to meet specific benchmarks, we do consider the median of the comparator group as a guide to appropriate target pay ranges for our NEOs.

To determine the pay elements that make up each NEO’s target compensation, we begin by reviewing ~~a preferred “pro-forma”~~the pay mix of ~~pay developed and recommended by FWC.~~our compensation comparator group. The objective of this practice is to have a pay mix that aligns ~~from an~~our internal perspective ~~and supports~~with the comparator group, while supporting our goal of promoting ~~shareholder~~stockholder value. FWC and the Committee periodically review ~~the “pro-forma”~~pay mix to ensure we maintain this ~~continued~~ alignment.

BROWN-FORMAN CEO AND NEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

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~~(1)~~ ~~This represents a recommended target pay mix by FWC.~~
COMPENSATION DISCUSSION AND ANALYSIS  |  AWARDS AND PAYOUTS IN FISCAL 2019: FIXED AND SHORT-TERM COMPENSATION

Compensation Comparator Group
~~During fiscal 2017,~~
Each year, the Committee ~~reviewed~~reviews the membership of the compensation comparator group to ensure continued alignment with the characteristics of Brown-Forman. As a result of ~~this~~the most recent review, ~~Keurig Green Mountain~~Dr. Pepper Snapple Group, Inc. and Pinnacle Foods Inc. were removed from the comparator group, and Tiffany & Co. was ~~removed~~added. The companies shown below constituted the compensation comparator group for decisions made as ~~they were recently acquired.~~of March 21, 2019.

~~Campari S.p.A.~~ ~~Harley Davidson Inc.~~ ~~Mead Johnson Nutrition Co.~~ ~~The Hain Celestial Group, Inc.~~
Church & Dwight Co., Inc. Harley Davidson Inc. Monster Beverage Corporation The J.M. Smucker Company
ConAgra Brands, Inc. Hershey Co. ~~Molson Coors Brewing Co.~~Pernod Ricard ~~The WhiteWave Foods Company~~Tiffany & Co.
Constellation Brands, Inc. ~~J.M. Smucker Co.~~ ~~Monster Beverage Corp.~~
~~Diageo Plc.~~ lululemon athletica inc. ~~Pernod Ricard SA~~Remy Cointreau
~~Dr. Pepper Snapple~~Davide Campari-Milano S.p.A. McCormick & Company, Incorporated The Hain Celestial Group, Inc. ~~McCormick & Co., Inc.~~
Diageo Plc ~~Remy Cointreau SA~~Molson Coors Brewing Company The Hershey Company
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~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
~~COMPENSATION DISCUSSION AND ANALYSIS  •~~
~~AWARDS AND PAYOUTS IN FISCAL 2017: FIXED AND SHORT-TERM COMPENSATION~~

Target Total Direct Compensation for Fiscal ~~2017~~2019
The chart below shows the annualized target total direct compensation for each of our NEOs in fiscal ~~2017~~2019 versus fiscal ~~2016,~~2018, and the percentage increase of ~~each component.~~the compensation packages.

FISCAL ~~2017~~2019 VERSUS FISCAL ~~2016~~2018 NEO TARGET TOTAL DIRECT COMPENSATION

■ Salary and ■ Short-Term ■ Long-Term Target Total Percent
Name Year Holiday Bonus⁽¹⁾ Incentive Target Incentive Target Direct Comp Increase Pay Mix at Target     Year     Salary and
Holiday Bonus⁽¹⁾     Short-Term
Incentive Target      Long-Term
Incentive Target     Target Total
Direct Comp     Percent
(+/-) Pay Mix at Target
Paul C. Varga 2017 1,145,870 1,455,000 4,400,000 7,000,870 4%
Lawson E. Whiting⁽²⁾ 2019 $899,113 $850,000 $1,666,667 $3,415,780 89%
2016 1,133,370 1,400,000 4,200,000 6,733,370 2018 625,099 390,027 795,833 1,810,959
Jane C. Morreau 2017 598,978 420,000 900,000 1,918,978 5% 2019 625,020 450,000 1,050,000 2,125,020 11%
2016 572,935 400,000 850,000 1,822,935 2018 598,978 420,000 900,000 1,918,978
Mark I. McCallum 2017 661,480 450,000 860,000 1,971,480 2% 2019 681,324 463,500 885,800 2,030,624 3%
2016 645,854 440,000 850,000 1,935,854 2018 661,480 450,000 860,000 1,971,480
Jill A. Jones 2017 614,603 440,000 840,000 1,894,603 4%
Matthew E. Hamel 2019 536,476 309,000 654,050 1,499,526 3%
2016 598,978 430,000 800,000 1,828,978 2018 520,850 300,000 635,000 1,455,850
Lawson E. Whiting 2017 494,808 300,000 650,000 1,444,808 9%
Thomas Hinrichs⁽³⁾ 2019 478,965 410,364 482,782 1,372,111 14%
2016 447,931 275,000 600,000 1,322,931 2018 458,796 361,850 383,160 1,203,806
Paul C. Varga⁽⁴⁾ 2019 812,478 1,006,920 3,024,267 4,843,665 -31%
2018 1,145,870 1,455,000 4,400,000 7,000,870

(1) Salary and holiday bonus are based on the one-year period beginning on July 1. Other compensation elements are based on our fiscal year beginning May 1. Any change to compensation during the year is ~~prorated.~~pro-rated.
(2) Mr. Whiting’s increase in compensation was the result of his promotion to Chief Executive Officer effective January 1, 2019.
(3) Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
(4) Mr. Varga retired from Brown-Forman on December 31, 2018. Amounts shown reflect his pro-rated compensation based on his retirement date.

AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: FIXED AND SHORT-TERM COMPENSATION

Fixed Compensation
Base salary.Salaries typically are ~~typically~~ adjusted each July ~~following completion of~~after we complete our annual performance review process, ~~though~~but an NEO’s salary may be adjusted ~~during the fiscal year if he or she experiences~~at other times to reflect a change in role or responsibility.

Holiday bonus.One of our longstanding traditions is to offer a majority of our employees, including our NEOs, a lump-sum cash bonus during the holiday season. ~~The intent of this~~This bonus is intended to promote continued service and ~~likewise~~ to ~~recognize~~show appreciation for our employees. The holiday bonus, which we consider to be part of base salary, is guaranteed and based solely on the employee’s ~~length of service~~tenure with Brown-Forman.
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COMPENSATION DISCUSSION AND ANALYSIS |  AWARDS AND PAYOUTS IN FISCAL 2019: FIXED AND SHORT-TERM COMPENSATION

The table below shows the total amount of fixed compensation that each of our NEOs received in fiscal ~~2017.~~2019.
FIXED COMPENSATION FOR 2019⁽¹⁾

~~FIXED COMPENSATION FOR 2017~~⁽¹⁾Name
~~Name~~ Amount
Lawson E. Whiting $872,374
Jane C. Morreau 620,842
Mark I. McCallum 678,140
Matthew E. Hamel 533,969
Thomas Hinrichs⁽²⁾ 477,044
Paul C. Varga⁽³⁾ ~~$1,143,865~~
~~Jane C. Morreau~~ ~~594,799~~
~~Mark I. McCallum~~ ~~658,973~~
~~Jill A. Jones~~ ~~612,096~~
~~Lawson E. Whiting~~ ~~487,287~~806,779

(1) Reflects fiscal year fixed compensation from May 1, ~~2016~~2018, to April 30, ~~2017,~~2019, which includes base salary and holiday bonus.
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(2) Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
(3) 29Mr. Varga’s fixed compensation is pro-rated for the period of May 1, 2018 to December 31, 2018.
~~COMPENSATION DISCUSSION AND ANALYSIS •~~
~~AWARDS AND PAYOUTS IN FISCAL 2017: FIXED AND SHORT-TERM COMPENSATION~~

Short-Term Incentive Compensation
Our NEOs participate in an annual performance-based cash compensation program in which payouts depend on the achievement of certain performance goals during the fiscal year.

For fiscal ~~2017,~~2019, 80% of the target award was tied to ~~Brown-Forman’s Company~~company performance and 20% was tied to individual performance. We believe basing the majority of short-term incentive awards for NEOs on ~~Company~~company performance appropriately reflects the collective accountability of our most senior executives for the ~~performance~~success of the ~~enterprise.~~organization. We also believe that basing a lesser, but meaningful, portion of the short-term incentive on individual performance provides flexibility to differentiate awards among NEOs based on their ~~individual~~respective achievements during the fiscal year.

Both the corporate and individual portions of our short-term incentives are subject to a performance factor of 0% to 200%. After adjusting for performance, the two components are added together to determine the total short-term incentive payment. As a result, the total value of short-term incentives may vary between 0% and 200% of target, ~~which is~~ a range we believe ~~to be~~is sufficient infor recognizing ~~our~~ varying levels of performance ~~while not~~without encouraging excessive risk-taking.

Please see the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2019 Summary Compensation Table ~~for Fiscal 2017~~ found on page 40 for the amounts paid to NEOs in short-term incentive compensation for fiscal ~~2017.~~2019.

COMPANY PERFORMANCE (80% OF TARGET AWARD)
Company performance goals for fiscal ~~2017~~2019 were based on Brown-Forman’s underlying operating income growth compared to the expected performance of our industry peers. We aspire to outperform these peers consistently and sustainably, and ~~consider~~considered our historic underlying operating income growth trends and outlook for fiscal ~~2017~~2019 performance when setting these objectives.

The Committee determined that, for purposes of the short-term incentive compensation plan, Brown-Forman achieved underlying operating income of ~~$1,006~~$1,157 million for fiscal ~~2017 (on~~2019, which represents 5% growth over last year, compared to an ~~as-reported basis, fiscal 2017 operating income was $989 million) resulting in~~expected growth rate of 6% for our industry peers. As shown on the next page, these results led to a payout of ~~127%~~87% of ~~target.~~target for this portion of the short-term incentive.

Underlying operating income at Brown-Forman was calculated by adjusting GAAP operating income for the following effects:

• foreign currency changes;
• estimated net changes in distributor inventories for our brands; and
• ~~acquisitions and divestitures.~~the establishment of our foundation.

~~We explain why~~“Underlying operating income” is not derived in accordance with GAAP. Please refer to Appendix A at the ~~Company uses underlying operating income in Part II, Item 7, “Management’s Discussion and Analysis~~end of ~~Financial Condition and Results of Operations,” under the heading “Non-GAAP Financial Measures,” in our Annual Report on Form 10-K~~this Proxy Statement for ~~fiscal 2017.~~additional information.

~~The fiscal 2017 short-term performance goal, our actual performance, and the resulting payout percentage of 127% of target is shown in the chart below:~~30BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
~~FISCAL 2017 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL (IN $MM)~~
30
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

COMPENSATION DISCUSSION AND ANALYSIS •  |  AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: LONG-TERM COMPENSATION

The fiscal 2019 short-term performance goal, our actual performance, and the resulting payout percentage of 87% of target is shown in the chart below:
FISCAL 2019 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL (IN $MM)
INDIVIDUAL PERFORMANCE (20% OF TARGET AWARD)
Individual performance objectives for the NEOs consist of qualitative and quantitative goals that support the achievement of our strategic priorities, such as fulfilling individual job responsibilities, providing diversity and inclusion leadership, implementing talent development, ~~development of~~developing profit-driving ideas, ~~implementation of~~implementing BF 150 strategies, and making overall contributions to Brown-Forman as a senior leader. For fiscal 2017, final individual scores were adjusted to ensure a weighted average reflecting overall Company performance, as we believe the organization’s performance is a reflection of the performance of our people. Payout levels for the individual portion of the short-term incentive are based on the following guidelines for aligning performance and compensation:

Performance(B-F Nomenclature) Payout as a Percentage of Target
Superior(Excellent) 176%–200%
Above Target(Very Strong) 126%–175%
On Target(Strong) 76%–125%
Below Target(Varied or Inconsistent) Up to 75%
Immediate Improvement Required(Performance Needs Improvement) No incentive paid

AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: LONG-TERM COMPENSATION

Long-term incentives are the most important and largest portion of our NEOs’ ~~target~~ compensation. These awards are intended to focus the efforts of our executives on long-range strategic goals, including sustainable growth and performance of our brands, and superior returns to our stockholders. They also serve as a strong retention incentive and enhance the alignment of our executives’ interests with those of our stockholders by building equity ownership.

The Committee initially determines the target dollar value of the total long-term incentive award for each NEO. ~~We then structure our~~The target long-term incentives ~~as follows:~~are divided equally into four components:

•
25% ~~of total target: in the form of a~~
performance-based cash ~~incentive;~~
•incentives
~~25% of total target: in the form of performance-based restricted stock;~~
•
25% ~~of total target: in the form of~~
stock-settled stock appreciation ~~rights; and~~rights
•
25% ~~of total target: in the form of~~
performance-based restricted stock units
25%
any combination of the above, based on the NEO’s preference, subject to Committee ~~discretion.~~discretion

The Committee has discretion to allocate the flexible 25% portion of the award in any manner it chooses. Traditionally, however, itthe Committee has chosen to follow the individual preferences expressed by ~~our NEOs.~~each NEO. Our aim with this approach is to encourage balanced performance in order to create sustainable value for stockholders, while also delivering compensation that has the highest perceived value for each individual NEO.

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COMPENSATION DISCUSSION AND ANALYSIS •  |  AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: LONG-TERM COMPENSATION

Long-Term Performance-Based Cash Incentive ~~(For~~
(For the Fiscal ~~2017–2019~~2019–2021 Performance Period)
We provide our NEOs ~~with~~ an opportunity to earn a cash-based incentive award ~~that is~~ linked to ~~Brown-Forman��s~~Brown-Forman’s achievement of long-term performance goals. The graphic below shows how we tie this incentive to those goals, utilizing the same performance metrics since fiscal 2013. In fiscal 2016, the Committee changed the weightings of the performance metrics to focus more on strategic initiatives and measures relating to underlying net sales. These revised weightings were used for the awards granted in fiscal 2016 and 2017.goals.

LONG-TERM CASH INCENTIVES FORMULA⁽¹⁾

To calculate the final payout, we:

1. Assess performance under the three metrics below and calculate a payout percentage for each.
2. Weight these payout percentages using the weightings shown below.
3. Add the three weighted percentages to ~~arrive at~~calculate the final payout percentage.
4. Multiply each ~~NEO's~~NEO’s target award by the final payout percentage.

(1) ~~Weightings for our~~Before any long-term cash ~~incentives were adjusted for grants beginning in fiscal 2016. Please see page 25 for more information about~~incentive may be earned, the ~~previous weightings.~~company must achieve the threshold underlying operative income objective over the three-year performance period. If the underlying operating income threshold is not achieved, no awards will be earned.
(2) Underlying net sales is a non-GAAP measure and is detailed 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-K for fiscal ~~2017. Before a long-term cash incentive may be earned, the Company must achieve a minimum underlying operating income objective during the three-year performance period.~~2019.

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~~BROWN-FORMAN2017~~
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COMPENSATION DISCUSSION AND ANALYSIS •  |  AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: LONG-TERM COMPENSATION

AWARDS GRANTED IN FISCAL ~~2017~~2019 (FOR THE FISCAL ~~2017–2019~~2019–2021 PERFORMANCE PERIOD)
Long-term cash incentives granted in fiscal ~~2017~~2019 have a three-year performance period and, if earned, will be paid shortly ~~following the completion of~~after fiscal ~~2019.~~2021 ends. The table below shows the target awards granted to each NEO in fiscal ~~2017.~~2019.

TARGET LONG-TERM CASH AWARDS FOR FISCAL ~~2017–2019~~2019–2021 PERFORMANCE PERIOD

Name Amount
~~Paul C. Varga~~Lawson E. Whiting $~~1,540,000~~1,266,667
Jane C. Morreau ~~306,000~~ 420,000
Mark I. McCallum ~~430,000~~ 442,900
~~Jill A. Jones~~Matthew E. Hamel ~~420,000~~ 163,513
~~Lawson E. Whiting~~Thomas Hinrichs⁽¹⁾ ~~325,000~~ 241,391
Paul C. Varga⁽²⁾ 1,209,707
(1) Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
(2) Mr. Varga’s amount is pro-rated for the period of May 1, 2018 to December 31, 2018. See “Treatment of Short-Term and Long-Term Incentive Awards upon Termination of Employment” on page 48.

AWARDS EARNED IN FISCAL ~~2017~~2019 (FOR THE FISCAL ~~2015–2017~~2017–2019 PERFORMANCE PERIOD)
Our long-term cash awards for the three-year performance period beginning in fiscal ~~2015~~2017 were paid out shortly after fiscal ~~2017~~2019 ended. Based on our performance, the payout was ~~143%~~103% of the target award, calculated as shown in the graphic below:

ACTUAL PERFORMANCE AND PAYOUT FOR FISCAL ~~2015–2017~~2017–2019 PERFORMANCE PERIOD⁽¹⁾

~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~
(1) 33Reflects the originally reported growth in “underlying operating income.” “Underlying operating income” is not derived in accordance with U.S. GAAP. The “underlying operating income” growth rate for fiscal 2018 was not retrospectively adjusted to reflect the impact from the adoption of the Accounting Standards Update 2017-07 (related to pension) and other reclassified expenses related to certain marketing research and promotional agency costs. The impact of these changes, which had no effect on net income, was not material. The long-term incentive compensation related to fiscal 2018 was also not retrospectively adjusted as a result. Please refer to Appendix A of this Proxy Statement for additional information.
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COMPENSATION DISCUSSION AND ANALYSIS •  |  AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: LONG-TERM COMPENSATION

The table below shows the long-term cash award that each NEO earned in fiscal ~~2017~~2019 based on the ~~143%~~103% payout for the fiscal ~~2015–2017~~2017–2019 performance period.

LONG-TERM CASH AWARDS PAID FOR FISCAL ~~2015–2017~~2017–2019 PERFORMANCE PERIOD

Name Amount
Lawson E. Whiting $334,750
Jane C. Morreau 315,180
Mark I. McCallum 442,900
Matthew E. Hamel 163,513
Thomas Hinrichs⁽¹⁾ 177,595
Paul C. Varga ~~$2,002,000~~ 1,586,200
~~Jane C. Morreau~~(1) ~~377,520~~
~~Mark I. McCallum~~ ~~405,191~~
~~Jill A. Jones~~ ~~354,998~~
~~Lawson E. Whiting~~ ~~357,500~~Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.

Performance-Based Restricted Stock
We award our NEOs and certain other executives shares of Class A common stock through our performance-based restricted stock unit awards. Unless otherwise determined by the Committee, performance-based restricted stock unit awards are granted on the date of the ~~Company’s~~ Annual ~~Meeting of Stockholders.~~Meeting.

AWARDS GRANTED IN FISCAL ~~2017~~2019 (FOR THE FISCAL ~~2017–2019~~2019–2021 PERFORMANCE PERIOD)
Performance-based restricted stock units granted in fiscal ~~2017~~2019 have a three-year performance period. These awards are initially expressed as a dollar value and converted to a specific number of units. At the end of the three-year performance period, the number of units ~~are~~will be adjusted for performance and converted to shares that are subject to an additional one-year holding requirement.

TARGET PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARDS FOR FISCAL ~~2017–2019~~2019–2021 PERFORMANCE PERIOD

Name Amount
~~Paul C. Varga~~Lawson E. Whiting $~~1,320,000~~450,000
Jane C. Morreau ~~297,000~~ 315,000
Mark I. McCallum ~~215,000~~ 221,450
~~Jill A. Jones~~Matthew E. Hamel ~~210,000~~ 163,513
~~Lawson E. Whiting~~Thomas Hinrichs⁽¹⁾ ~~158,750~~ 123,343
Paul C. Varga⁽²⁾ 907,280
(1) Mr. Hinrichs’s amount is converted from EUR to USD using grant date conversion methodology on July 27, 2018.
(2) Mr. Varga’s amount is pro-rated for the period of May 1, 2018 to December 31, 2018. See “Treatment of Short-Term and Long-Term Incentive Awards Upon Termination of Employment” on pg 48.

Performance will be measured by comparing the three-year cumulative ~~total shareholder return~~TSR of Brown-Forman’s Class B common stock with the three-year cumulative ~~total shareholder return~~TSR of the companies in the S&P Consumer Staples Index. The payout scale is shown on the next page. In addition to the relative TSR performance measurement, Brown-Forman must achieve an underlying operating income objective during the three-year performance period. If the underlying operating income threshold is not achieved, no awards will be earned.

34
~~BROWN-FORMAN2017~~
34BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

COMPENSATIONDISCUSSION AND ANALYSIS •  |  AWARDS AND PAYOUTS IN FISCAL ~~2017:~~2019: LONG-TERM COMPENSATION

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS:
PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL ~~2017–2019~~2019–2021 PERFORMANCE PERIOD

Payouts for performance between threshold and target and between target and maximum will be interpolated using a straight-line method. In calculating ~~total shareholder return,~~TSR, we look at the average closing stock prices over the ~~sixty~~60 trading days preceding the performance period and the final ~~sixty~~60 trading days of the performance period. The companies used for the performance comparison will be those that constitute the S&P Consumer Products Index at the end of the performance period.

AWARDS EARNED IN FISCAL ~~2017~~2019 (FOR THE FISCAL ~~2015–2017~~2017–2019 PERFORMANCE PERIOD)
Performance-based restricted stock unit awards for the fiscal ~~2015–2017~~2017–2019 performance period were subject to a three-year performance period followed by a one-year ~~vesting~~holding period. Performance was measured by comparing the three-year cumulative ~~total shareholder return~~TSR of Brown-Forman’s Class B common stock with the three-year cumulative ~~total shareholder return~~TSR of the companies that constituted the S&P Consumer Staples Index when the performance period ended. ~~Performance-adjusted~~Performance-based restricted stock unit awards earned ~~in fiscal 2017~~over the three-year performance period ending April 30, 2019 will vest on April 30, ~~2018,~~2020, subject to certain events that may cause an award to vest earlier.

The following companies constituted the comparative S&P Consumer Staples ~~Index:~~Index at the end of the 2017–2019 performance period:

Altria Group, Inc. ~~Coty, Inc.~~ ~~Kimberly-Clark Corp.~~ ~~Philip Morris International Inc.~~
~~Archer Daniels Midland Co.~~ ~~CVS Health Corp.~~ ~~Kraft Heinz Co.~~ ~~Procter & Gamble Co.~~

Archer-Daniels-Midland Company
Brown-Forman ~~Corp.~~Corporation (Cl B) ~~Dr. Pepper Snapple Group Inc.~~ ~~Kroger Co.~~ ~~Reynolds American Inc.~~

Campbell Soup ~~Co.~~ ~~Estee Lauder Cos., Inc. (Cl A)~~ ~~McCormick & Co. Inc.~~ ~~Sysco Corp.~~
Company
Church & Dwight Co., Inc.
Colgate-Palmolive Company
ConAgra Brands, Inc.
Constellation Brands, Inc. (Cl A)
Costco Wholesale Corporation Coty Inc.
General Mills, Inc. ~~Mead Johnson Nutrition Co.~~ ~~The Coca-Cola Co.~~
~~Clorox Co.~~ ~~Hershey Co.~~
Hormel Foods Corporation
Kellogg Company
Kimberly-Clark Corporation
McCormick & Company, Incorporated
Molson Coors Brewing ~~Co.~~Company (Cl B)
Mondelēz International, Inc. (Cl A)
Monster Beverage Corporation Lamb Weston Holdings, Inc.
PepsiCo, Inc.
Philip Morris International Inc.
Sysco Corporation
The Clorox Company
The Coca-Cola Company
The Estée Lauder Companies Inc. (Cl A)
The Hershey Company
The J.M. Smucker Company The Kraft Heinz Company
The Kroger Co.
The Procter & Gamble Company
Tyson Foods, Inc. (Cl A)
~~Colgate-Palmolive Co.~~ ~~Hormel Foods Corp.~~ ~~Mondelez International Inc. (Cl A)~~ ~~Wal-Mart Stores Inc.~~
~~ConAgra Foods Inc.~~ ~~J.M. Smucker Co.~~ ~~Monster Beverage Corp.~~
Walgreens Boots Alliance, Inc.
~~Constellation Brands~~
Walmart Inc. ~~(Cl A)~~ ~~Kellogg Co.~~ ~~PepsiCo Inc.~~ ~~Whole Foods Market Inc.~~
~~Costco Wholesale Corp.~~

The Committee chose a payout range of ~~payouts~~ (50% to 150% of target) to support our goals of pay for performance and increased NEO equity ownership, while at the same time discouraging unnecessary risk-taking. Based on performance over the three-year period ending in fiscal ~~2017,~~2019, the awards paid out at ~~50%~~150% of ~~target.~~
~~This performance level was used to determine the number of restricted shares issuable to our NEOs,~~target, as shown below.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS:
PERFORMANCE FOR FISCAL ~~2015–2017~~2017–2019 PERFORMANCE PERIOD

Payouts for performance between threshold and target and between target and maximum ~~are~~will be interpolated using a straight-line method. In calculating ~~total shareholder return,~~TSR, we look at average closing stock prices over the ~~sixty~~60 trading days preceding the performance period and the final ~~sixty~~60 trading days of the performance period.

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35
~~COMPENSATION DISCUSSION AND ANALYSIS •~~~~AWARDS AND PAYOUTS IN FISCAL 2017: LONG-TERM COMPENSATION~~
The number of shares issued was determined by multiplying the target award by a three-year performance percentage and adjusting the resulting ~~value was adjusted upward~~number upwards to account for dividends paid during the second and third years of the performance period. ~~The number of restricted shares issued was then calculated using the closing price of Class A common stock on the date of grant (at the beginning of the three-year performance period).~~ The Committee chose this calculation method to ensure that our NEOs remain exposed to changes in stock price, ~~and~~but also earn the dividends issued during the performance period, consistent with the goals of our long-term incentive plan. ~~These restricted~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN    35
COMPENSATION DISCUSSION AND ANALYSIS  |  OTHER COMPENSATION ELEMENTS
The shares awarded for the 2017–2019 performance period were issued on June ~~1, 2017,~~3, 2019, and are subject to a one-year ~~vesting~~holding period that ends on April 30, ~~2018.~~2020. For more information on the performance-based restricted stock unit awards granted during fiscal ~~2017,~~2019, please see the Fiscal 2019 Grants of Plan-Based Awards Table and the Outstanding Equity Awards at ~~2017~~2019 Fiscal Year-End Table, set forth on pages 42 and 43, respectively.

The table below shows the number of shares of performance-based restricted stock ~~that were~~units issued ~~on June 1, 2017,~~ for the fiscal ~~2015–2017~~2017–2019 performance period.

SHARES ISSUED FOR FISCAL ~~2015–2017~~2017–2019 PERFORMANCE PERIOD⁽¹⁾
Name Class A Shares Class B Shares⁽²⁾ Total Shares
Lawson E. Whiting 4,852 1,212 6,064
Jane C. Morreau 8,865 2,215 11,080
Mark I. McCallum 6,417 1,603 8,020
Matthew E. Hamel 4,739 1,184 5,923
Thomas Hinrichs 2,514 629 3,143
Paul C. Varga 39,396 9,837 49,233

~~Name~~(1) ~~Amount~~Reflects the number of shares of Class A common stock inclusive of the February 28, 2018 stock split and April 23, 2018 special dividend. Shares of Class B common stock were awarded as a result of the February 28, 2018 stock split, and are likewise inclusive of the April 23, 2018 special dividend.
~~Paul C. Varga~~(2) ~~15,920~~
~~Jane C. Morreau~~ ~~3,094~~
~~Mark I. McCallum~~ ~~3,059~~
~~Jill A. Jones~~ ~~2,668~~
~~Lawson E. Whiting~~ ~~1,351~~The 5-for-4 stock split effective February 28, 2018, granted all additional shares in Class B common stock, regardless of the initial class of shares held. As a result, our NEOs received shares issued in both Class A and Class B common stock.

Stock-Settled Stock Appreciation Rights
We award stock-settled stock appreciation rights (SSARs) that allow our NEOs to receive the value of the appreciation of our Class B common stock between the grant date and the exercise date. Unless the Committee determines otherwise, SSARs are granted annually on the date of the Annual ~~Meeting of Stockholders.~~Meeting. The number of Class B common stock SSARs awarded to our NEOs for fiscal ~~2017~~2019 was determined by dividing the total dollar value of each SSAR award by the value of one SSAR (determined by the Black-Scholes method) at the close of trading on the grant date. SSARs become exercisable on the first day of the third fiscal year following the grant date, and generally are ~~generally~~ exercisable for seven fiscal years thereafter. The SSARs granted in July ~~2016~~2018 (for fiscal ~~2017)~~2019) therefore become exercisable on May 1, ~~2019,~~2021, and expire on April 30, ~~2026.~~2028.

SSAR GRANTS IN FISCAL ~~2017~~2019 (IN CLASS B ~~SHARES)~~COMMON STOCK)

Name SSARs Granted
~~Paul C. Varga~~Lawson E. Whiting ~~215,084~~40,688
Jane C. Morreau ~~41,482~~28,482
Mark I. McCallum ~~30,028~~20,023
~~Jill A. Jones~~Matthew E. Hamel ~~29,330~~29,569
~~Lawson E. Whiting~~Thomas Hinrichs ~~22,696~~11,153
Paul C. Varga⁽¹⁾ 82,033

36(1)
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
Mr. Varga’s amount is pro-rated for the period of May 1, 2018 to December 31, 2018. See “Treatment of Short-Term and Long-Term Incentive Awards Upon Termination of Employment” on page 48.
~~COMPENSATION DISCUSSION AND ANALYSIS •~~~~OTHER COMPENSATION ELEMENTS~~

OTHER COMPENSATION ELEMENTS

Post-Termination Compensation and Benefits
We do not have employment agreements with any of our NEOs, nor do we maintain a formal severance plan that provides for post-termination compensation or benefits.

Employee Benefits and Perquisites
We provide our NEOs with certain benefits that are available to nearly all of our salaried employees in the United States, including term life insurance (equal to two times target cash compensation), travel accident insurance, matching contributions
36BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
COMPENSATION DISCUSSION AND ANALYSIS|  COMPENSATION POLICIES AND PRACTICES
to a 401(k) savings plan, medical and dental insurance, and a pension that grows with each additional year of service and pay. NEOs and certain other executives receive additional benefits, including a leased automobile, automobile insurance, and limited reimbursement of financial planning expenses.

We purchase tickets to sporting and entertainment events for business outings with customers and suppliers. If the tickets are not used for business purposes, employees (including the NEOs) may use the tickets at no incremental cost to Brown-Forman. In addition, we occasionally invite the NEOs and their spouses to ~~certain~~social events, including retirement celebrations, award dinners, and similar functions. We believe these events provide valuable opportunities for our senior executives to establish and develop relationships with our directors, long-term stockholders, employees, and each other, furthering our objectives of retention and having a strong and cohesive management team. For more detail on these employee benefits, please see the “All Other Compensation” column of the Fiscal 2019 Summary Compensation Table ~~for Fiscal 2017~~ found on page 40.

Brown-Forman Corporation ~~Non-qualified~~Non-Qualified Savings Plan
We provide our NEOs and other senior executives the opportunity to defer income on a pre-tax basis to help them plan for future financial needs. The Brown-Forman Corporation ~~Non-qualified~~Non-Qualified Savings Plan (Savings Plan) ~~greatly~~ enhances the perceived value of compensation for participants at very little cost to ~~the Company.~~Brown-Forman. The Savings Plan allows our NEOs to make pre-tax deferrals of up to 50% of base salary (including holiday bonus) and up to 75% of short- and long-term cash incentives. Participants in the Savings Plan may notionally invest their plan balances in mutual funds within generally the same asset classes available to participants in our qualified 401(k) savings plan.

In the event a participant’s deferrals into the Savings Plan reduce the participant’s taxable compensation that would otherwise be considered 401(k)-eligible pay upon which a company matching contribution is calculated, Brown-Forman will contribute to the Savings Plan to make up for any lost match under the 401(k) plan. All deferrals to the Savings Plan, and Brown-Forman’s contributions to it, are 100% vested when made, as are any deemed earnings related to those contributions. The benefits owed under the Savings Plan are general unsecured obligations of ~~Brown-Forman, though we have chosen to set aside assets in a trust for the purpose of paying plan benefits.~~Brown-Forman. Brown-Forman is not entitled to an income tax deduction on the benefits owed under the Savings Plan until the benefits become taxable to the participants, which generally will be when the benefits are actually paid. Benefits accumulated under the Savings Plan are payable at either a participant-selected date at least two years after a contribution is made or after a participant’s employment terminates. Amounts accumulated are payable in a lump sum six months after termination, except in the case of retirement, where the form of payment (lump sum or installments of up to ten years) and the time of payment (up to ten years after retirement) will be chosen by the participant. The ~~Non-qualified~~fiscal 2019 Non-Qualified Deferred Compensation Table ~~for Fiscal 2017~~ on page 47 contains information about NEO activity in the Savings Plan during fiscal ~~2017,~~2019, including employee contributions, gains, and losses attributable to the change in market value of the notional investments, and any payments to our NEOs.

~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~
37
~~COMPENSATION DISCUSSION AND ANALYSIS •~~~~COMPENSATION POLICIES AND PRACTICES~~
COMPENSATION POLICIES AND PRACTICES

Incentive Compensation Recoupment Policy
The Committee oversees our Incentive Compensation Recoupment Policy. If Brown-Forman restates its reported financial results due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws within three years after the date the results are first publicly issued or filed, or if we discover an error in the calculation of any incentive compensation that was awarded or paid within the preceding three years, then Brown-Forman will, at the direction of the Committee, seek to recover all or part of the incentive compensation awarded or paid to executive officers that would not have been awarded or paid based upon the restated financial results or correct incentive calculation. If the Committee determines that any executive officer engaged in fraud or intentional misconduct in connection with any such material noncompliance or error in incentive calculation, the Committee can direct Brown-Forman to seek to recover incentive compensation awarded or paid to that executive officer that would not have been awarded or paid based upon the restated financial results or correct calculation for a period of six years after the date such financial results were first publicly issued or filed or six years prior to the date such fraud or misconduct was discovered.

Retirement Age Policy
Our NEOs and other executive officers with high level policy-making positions are subject to a mandatory retirement age of 65. Such NEOs and executive officers are notified of the mandatory retirement policy at age 60 (or older if criteria for mandatory retirement are met following age 60). An employee who does not become an NEO or executive officer until after attaining the age of 65 will have a two-year grace period once becoming subject to the policy.
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COMPENSATION DISCUSSION AND ANALYSIS  |  COMPENSATION POLICIES AND PRACTICES
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits to $1 million the amount of annual compensation Brown-Forman may deduct for tax purposes ~~when~~for compensation paid to ~~an NEO (other than~~each of the Chief Executive Officer, the Chief Financial ~~Officer) unless~~Officer, and the three highest compensated officers other than these two individuals. Prior to 2018, Brown-Forman could deduct compensation above $1 million if it was “performance-based compensation” within the meaning of Section 162(m). Under the Tax Cuts and Jobs Act of 2017, effective for taxable years beginning on or after January 1, 2018, the exception under Section 162(m) for performance-based compensation is ~~“performance-based” and paid under a formal compensation plan that meets the Internal Revenue Code’s requirements.~~ no longer available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017.
To maintain flexibility, ~~we have no~~Brown-Forman has never had a policy requiring that all NEO compensation be fully deductible, but the Committee ~~takes this factor into account~~has generally considered the issue of deductibility when making compensation decisions.

Compensation Risk Assessment
To determine the level of risk arising from our compensation policies and practices, we conduct an annual risk assessment, with oversight by the Committee, ~~and~~ its independent advisor, FWC, and by our internal auditors. The assessment is based on a framework provided by FWC and examines the risk associated with the compensation programs applicable to all of our employees. The assessment also considers the features of our compensation programs that are designed to mitigate risk. We believe our compensation programs encourage and reward an appropriate level of risk taking. Management and the Committee concluded, based upon the results of the assessment for fiscal ~~2017,~~2019, that our compensation policies and practices are not reasonably likely to have a material adverse effect on ~~the Company.~~Brown-Forman.

Equity Award Grants
Under our equity award grant policy, the grant date of any award must be the date of the Committee or Board meeting at which it was approved, and the grant price must be the closing price of the relevant class of our common stock on the grant date. We do not have a program, plan, or practice of timing equity award grants in conjunction with the release of material ~~non-public~~nonpublic information (or ~~vice-versa)~~vice versa). We have never re-priced or back-dated options or SSARs granted under any of our equity compensation plans, and our 2013 Omnibus Compensation Plan specifically prohibits ~~these~~such practices.

Source of Plan Shares
We try to limit the source of shares delivered to participants under our equity compensation plans to those we purchase from time to time on the open market (in connection with our publicly announced share repurchase ~~program)~~programs), in private transactions, or otherwise. If we determine that the timing of such purchases may unduly affect the market price of the shares, the purchases may be spread over a period of time sufficient to minimize this effect. We may use newly-issued shares to cover exercises or redemptions of awards and then purchase an equal number of shares on the open market or otherwise as quickly as is reasonably practicable thereafter. These practices minimize long-term dilution to our stockholders.

Margin Sales, Derivative, and Hedging Transactions Prohibited
Our ~~Code of Conduct~~Insider Trading Policy prohibits employees, officers, and directors from selling Brown-Forman securities that they do not own (a “short sale”), purchasing shares on margin, or holding shares in a margin account. Employees, officers, and directors also are prohibited from engaging in transactions involving exchange-traded options, puts, calls, or other derivative securities based on Brown-Forman ~~securities.~~
38
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
~~COMPENSATION DISCUSSION AND ANALYSIS •~~~~COMPENSATION COMMITTEE REPORT~~securities and in any hedging or monetization transactions accomplished through a number of possible mechanisms, including the use of financial instruments such as prepaid variable forwards, equity swaps, and collars.

Our Policy on Stock Ownership Guidelines
We do not have stock ownership guidelines for our employees. Due to our family-controlled status, we do not ~~feel~~believe that encouraging employees to accumulate large quantities of Brown-Forman stock is a top priority. However, the Committee does review the stock ownership status of our NEOs before granting additional stock-based compensation each year to ensure that such grants are necessary and to assess potential retention risk. We list the stock beneficially owned by our NEOs on page ~~54.~~52.

~~Conclusion~~
We believe our executive compensation program continues to successfully attract, motivate, reward, and retain a team of talented and diverse executives and key employees, both in the United States and around the world, who will lead us to achieve our goal of being the best brand builder in the spirits industry and enable us to deliver sustainable and superior value to our stockholders over time.
Conclusion

We believe our executive compensation program continues to successfully attract, motivate, reward, and retain a team of talented and diverse executives and key employees, both in the United States and around the world, who will lead us to achieve our goal of being the best brand builder in the spirits industry and enable us to deliver sustainable and superior value to our stockholders over time.
38BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
~~COMPENSATION COMMITTEE REPORT~~Compensation Committee Report

We, the Compensation Committee of the Board of Directors of Brown-Forman Corporation, have reviewed and discussed with management the above Compensation Discussion and Analysis, and based on such review and discussion, have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE
Michael J. Roney, Chairman
Patrick Bousquet-Chavanne
John D. Cook

~~2017~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  BROWN-FORMAN39
39

Compensation Tables
~~COMPENSATION TABLES~~
SUMMARY COMPENSATION
The following table sets forth the compensation of our NEOs for the fiscal years shown below, calculated under SEC rules.
FISCAL 2019 SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Qualified
Non-Equity Deferred
Stock SSAR/Option Incentive Plan Compensation All Other
Name and Principal Position Year Salary⁽¹⁾ Bonus⁽²⁾ Awards⁽³⁾ Awards⁽⁴⁾ Compensation⁽⁵⁾ Earnings⁽⁶⁾ Compensation⁽⁷⁾ Total
Lawson E. Whiting
President and Chief Executive Officer 2019 $872,374 $— $459,765 $450,009 $1,147,350 $729,193 $37,202 $3,695,893
2018 597,524 — 184,620 227,510 931,719 402,500 33,732 2,377,605
2017 487,287 — 152,165 162,501 741,500 348,332 28,739 1,920,524
Jane C. Morreau
Executive Vice President and Chief Financial Officer 2019 620,842 — 321,836 315,011 747,180 1,027,251 33,088 3,065,208
2018 598,978 — 306,754 270,008 966,665 772,978 31,264 2,946,647
2017 594,799 — 278,111 297,019 915,120 777,875 32,242 2,895,166
Mark I. McCallum
Executive Vice President and Chief Brands Officer 2019 678,140 — 226,255 221,454 886,006 532,313 34,517 2,578,685
2018 661,480 — 244,267 215,006 1,173,350 450,726 30,466 2,775,295
2017 658,973 — 201,326 215,034 981,191 431,265 31,085 2,518,874
Matthew E. Hamel⁽⁸⁾
Executive Vice President, General Counsel and Secretary 2019 533,969 — 167,061 327,033 458,917 335,765 33,246 1,855,991
Thomas Hinrichs⁽⁸⁾⁽⁹⁾
Senior Vice President, International Division 2019 477,044 — 126,020 123,352 558,170 21,421 167,008 1,473,015
Paul C. Varga⁽¹⁰⁾
Former Company Chairman and Chief Executive Officer 2019 806,779 — 926,968 907,285 2,548,815 5,432,105 17,540 10,639,492
2018 1,145,870 — 1,499,682 1,540,010 4,202,610 401,521 37,042 8,826,735
2017 1,143,865 — 1,236,048 1,540,031 3,864,400 1,044,793 35,863 8,865,000
(1) Salary includes holiday bonus and is based on the fiscal ~~years shown below, calculated under SEC rules.~~
~~FISCAL 2017 SUMMARY COMPENSATION TABLE~~
Name and Principal Position Year Salary⁽²⁾ Bonus⁽³⁾ Stock
Awards⁽⁴⁾ SSAR/Option
Awards⁽⁵⁾ Non-Equity
Incentive Plan
Compensation⁽⁶⁾ Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings⁽⁷⁾ All Other
Compensation⁽⁸⁾ Total
Paul C. Varga
Company Chairman and
Chief Executive Officer 2017 $1,143,865 $— $1,236,048 $1,540,031 $3,864,400 $1,044,793 $35,863 $8,865,000
2016 1,133,370 — 1,271,130 1,470,003 4,680,000 1,024,961 35,375 9,614,839
2015 1,128,370 — 1,458,380 1,200,017 4,172,350 3,028,728 29,232 11,017,077
Jane C. Morreau
Executive Vice President and
Chief Financial Officer 2017 594,799 — 278,111 297,019 915,120 777,875 32,242 2,895,166
2016 569,602 — 360,154 255,004 1,002,512 810,430 31,434 3,029,136
2015 544,601 — 283,342 264,003 1,007,128 847,345 28,809 2,975,228
Mark I. McCallum
Executive Vice President,
President Jack Daniel’s Brands 2017 658,973 — 201,326 215,034 981,191 431,265 31,085 2,578,874
2016 642,521 — 257,253 212,519 1,008,400 484,855 33,233 2,638,781
2015 621,270 — 280,165 268,958 1,004,920 698,440 32,211 2,905,964
Jill A. Jones
Executive Vice President,
President, NAR, CCSA,
IMEA & GTR 2017 612,096 — 196,644 210,035 915,558 458,848 31,145 2,424,326
2016 594,811 — 338,968 240,004 1,078,900 485,063 33,885 2,771,631
2015 529,600 — 244,279 201,016 1,065,215 536,006 28,992 2,605,108
Lawson E. Whiting
Executive Vice President,
Chief Brands and Strategy
Officer, B-F Brands⁽¹⁾ 2017 487,287 — 152,165 162,501 741,500 348,322 28,739 1,920,514

~~(1)~~ ~~Compensation for Mr. Whiting is provided only for 2017 as he was not an NEO in 2015 or 2016.~~
~~(2)~~ ~~Salary includes holiday bonus and is based on the fiscal year beginning May 1, 2017. Salary increases for fiscal 2016 took effect on July 1, 2016.~~year beginning May 1, 2018. The holiday bonus, which is provided to all salaried employees, is based on the employee’s tenure as shown in the table below:
Length of Continuous Service Amount of Holiday Bonus
3 months but less than 6 months 1/8 of monthly salary
6 months but less than 5 years 1/4 of monthly salary
5 years but less than 10 years 3/8 of monthly salary
10 years or more 1/2 of monthly salary
~~(3)~~ ~~NEOs do not receive non-performance-based compensation that would be considered a “Bonus” under SEC rules.~~
~~(4)~~ Includes the aggregate grant date fair value of performance-based restricted stock granted during the respective fiscal years, calculated in accordance with FASB ASC Topic 718. The grant date fair value of awards subject to performance conditions was calculated based on the units granted. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements for the fiscal year ended April 30, 2017, which appear in our Annual Report on Form 10-K for fiscal 2017.
~~(5)~~ Includes the aggregate grant date fair values of SSARs granted during the respective fiscal years, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements for the fiscal year ended April 30, 2017, which appear in our Annual Report on Form 10-K for fiscal 2017.
(2) Our NEOs do not receive non-performance-based compensation that would be considered a “Bonus” under SEC rules.
(3) Includes the aggregate grant date fair value of performance-based restricted stock granted during the respective fiscal years, calculated in accordance with FASB ASC Topic 718. The grant date fair value for the performance-based restricted stock granted during 2019, assuming the maximum achievement of the performance goals would have been $689,648 for Mr. Whiting, $482,754 for Ms. Morreau, $339,383 for Mr. McCallum, $250,592 for Mr. Hamel, $189,030 for Mr. Hinrichs, and $1,390,452 for Mr. Varga. Assumptions used in the calculation of these amounts are included in Note 11 to our audited financial statements for the fiscal year ended April 30, 2019, which appear in our Annual Report on Form 10-K for fiscal 2019.
(4) Includes the aggregate grant date fair value of SSARs granted during the respective fiscal years, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our audited financial statements for the fiscal year ended April 30, 2019, which appear in our Annual Report on Form 10-K for fiscal 2019.

40
~~BROWN-FORMAN2017~~
40    BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
COMPENSATION TABLES  |  SUMMARY COMPENSATION

~~COMPENSATION TABLES •~~~~SUMMARY COMPENSATION~~
~~(6)~~ Amounts listed for fiscal 2017 include short-term cash incentive compensation paid for the one-year performance period ending on April 30, 2017, and long-term cash incentive compensation paid for the three-year performance period ending on April 30, 2017, as approved by the Compensation Committee in May 2017 and paid on June 15, 2017.
(5) Amounts listed for fiscal 2019 include short-term cash incentive compensation paid for the one-year performance period ended on April 30, 2019, and long-term cash incentive compensation paid for the three-year performance period ended on April 30, 2019, as approved by the Compensation Committee in May 2019 and paid on June 15, 2019. These amounts are shown below.
Short-Term Cash Long-Term Cash Total
Paul C. Varga $1,862,400 $2,002,000 $3,864,400
Jane C. Morreau 537,600 377,520 915,120
Mark I. McCallum 576,000 405,191 981,191
Jill A. Jones 560,560 354,998 915,558
Lawson E. Whiting 384,000 357,500 741,500
~~(7)~~ Amounts represent changes between fiscal years in the actuarial present value of the accumulated pension benefits of each of the NEOs under the applicable pension or savings plan. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings, and the assumptions used to determine the present value, such as the discount rate and mortality tables. Please see the Pension Benefits Table on page 45 for the assumptions used in calculating the change in pension value. None of the NEOs received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified
Short-Term Cash Long-Term Cash Total
Lawson E. Whiting $812,600 $334,750 $1,147,350
Jane C. Morreau 432,000 315,180 747,180
Mark I. McCallum 443,106 442,900 886,006
Matthew E. Hamel 295,404 163,513 458,917
Thomas Hinrichs 380,575 177,595 558,170
Paul C. Varga 962,615 1,586,200 2,548,815
(6) Amounts represent changes between fiscal years in the actuarial present value of the accumulated pension benefits of each of the NEOs under the applicable pension or savings plan. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings, and the assumptions used to determine the present value, such as the discount rate and mortality tables. Please see the Pension Benefits Table on page 46 for the assumptions used in calculating the change in pension value. None of the NEOs received above-market or preferential earnings (as these terms are defined by the SEC) on their non-qualified deferred compensation accounts.
Qualified Non-Qualified Total
Paul C. Varga $63,045 $981,748 $1,044,793
Jane C. Morreau 78,016 699,859 777,875
Mark I. McCallum 73,572 357,693 431,265
Jill A. Jones 47,281 411,567 458,848
Lawson E. Whiting 43,676 304,656 348,332
~~(8)~~ ~~The following table sets forth each component of the “All Other Compensation” column.~~
Qualified Non-Qualified Total
Lawson E. Whiting $94,678 $634,515 $729,193
Jane C. Morreau 149,800 877,451 1,027,251
Mark I. McCallum 116,188 416,125 532,313
Matthew E. Hamel 85,817 249,948 335,765
Thomas Hinrichs 21,421 — 21,421
Paul C. Varga 466,226 4,965,879 5,432,105
Name 401(k) Matching
Contribution^(a) Cost of Company-
Provided Life
Insurance Cost of Company-
Leased Car^(b) Other^(c) Total
Paul C. Varga $13,590 $3,216 $15,057 $4,000 $35,863
Jane C. Morreau 13,487 3,189 11,595 3,970 32,241
Mark I. McCallum 13,469 3,216 12,645 1,755 31,085
Jill A. Jones 12,586 3,216 12,618 2,724 31,144
Lawson E. Whiting 15,160 2,432 10,396 750 28,738
~~(a)~~ ~~For the period May 1, 2016 through April 30, 2017.~~
(7) The following table sets forth each component of the “All Other Compensation” column for fiscal 2019.
Cost of Company-
401(k) Matching Provided Life Cost of Company-
Name Contribution^(a) Insurance Leased Car^(b)(c) Other^(d)(e) Total
Lawson E. Whiting $18,417 $3,179 $13,956 $1,650 $37,202
Jane C. Morreau 13,925 3,344 12,049 3,770 33,088
Mark I. McCallum 14,028 3,113 13,988 3,388 34,517
Matthew E. Hamel 13,969 2,779 12,498 4,000 33,246
Thomas Hinrichs — — 18,162 148,846 167,008
Paul C. Varga 3,844 2,444 11,252 — 17,540
(a) For the period May 1, 2018, through April 30, 2019.
(b) Values based on the cost to Brown-Forman during the fiscal year, including lease payments, maintenance, registration, and insurance premiums.
(c) Values for Mr. Hinrichs includes a car allowance in lieu of a company car.
(d) Reimbursement of financial planning expenses up to a limit of $4,000 for the fiscal year.
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41
(e) Includes expatriate costs associated with Mr. Hinrichs’s assignment in the Netherlands to include: cost of living allowance, taxes paid by the company, rent, dependent education, utilities, language training, and storage of household goods.
~~COMPENSATION TABLES •~~~~GRANTS OF PLAN-BASED AWARDS~~
~~GRANTS OF PLAN-BASED AWARDS~~
~~The following table contains information regarding the equity~~
(8) Compensation for Mr. Hamel and ~~non-equity awards granted to our NEOs during~~Mr. Hinrichs is provided for only 2019. Neither officer was an NEO in fiscal 2017 ~~under our 2013 Omnibus Compensation Plan. For additional information~~nor 2018.
(9) Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
(10) Mr. Varga retired as an employee on December 31, 2018. His amounts in the ~~fiscal 2017 awards, please see~~table above are reflective of the ~~Compensation Discussion and Analysis, which begins on page 24.~~
~~FISCAL 2017 GRANTS OF PLAN-BASED AWARDS TABLE~~
All Other
Option Awards: Grant Date
Number of Exercise or Fair Value
Estimated Possible Payouts Under Estimated Possible Payouts Under Securities Base Price of Stock
Grant Award Non-Equity Incentive Plan Awards⁽²⁾ Equity Incentive Plan Awards⁽³⁾ Underlying of Option and Option
Name Date Type⁽¹⁾ Threshold Target Maximum Threshold Target Maximum Options⁽⁴⁾ Awards⁽⁵⁾ Awards⁽⁶⁾
Paul C. Varga STC $0 $1,455,000 $2,910,000
LTC 0 1,540,000 3,080,000
7/28/2016 PBRS 12,555 25,110 37,665 $1,236,048
7/28/2016 SSAR 215,084 $49.01 1,540,031
Jane C. Morreau STC 0 420,000 840,000
LTC 0 306,000 612,000
7/28/2016 PBRS 2,825 5,650 8,475 278,111
7/28/2016 SSAR 41,482 $49.01 297,019
Mark I. McCallum STC 0 450,000 900,000
LTC 0 430,000 860,000
7/28/2016 PBRS 2,045 4,090 6,135 201,326
7/28/2016 SSAR 30,028 $49.01 215,034
Jill A. Jones STC 0 440,000 880,000
LTC 0 420,000 840,000
7/28/2016 PBRS 1,998 3,996 5,994 196,644
7/28/2016 SSAR 29,330 $49.01 210,035
Lawson E. Whiting STC 0 300,000 600,000
LTC 0 325,000 650,000
7/28/2016 PBRS 1,546 3,092 4,638 152,165
7/28/2016 SSAR 22,696 $49.01 162,501
~~(1)~~ ~~“STC” represents short-term (or annual) incentive compensation payable in cash. “LTC” represents long-term incentive compensation payable in cash at the end of a three-year performance~~May 1, 2018 to December 31, 2018 period. ~~“PBRS” represents Class A common performance-based restricted stock. “SSAR” represents Class B common stock-settled stock appreciation rights.~~
~~(2)~~ Amounts represent potential value of the short-term incentive compensation opportunity for the fiscal 2017 performance period plus the cash component of the long-term incentive compensation opportunity for the fiscal 2017 through fiscal 2019 performance period. No amounts are payable if threshold underlying operating income performance levels are not achieved. STC and LTC are capped at 200% of target. Please see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 40 for amounts actually paid. These amounts include the short-term cash incentive compensation paid for the one-year performance period ending on April 30, 2017, and the long-term cash incentive compensation paid for the three-year performance period ending on April 30, 2017. The maximum awards providing for cash settlement that may be granted to any NEO in fiscal 2017 were capped at $6,000,000.
~~(3)~~ Amounts represent the estimated payouts of the PBRS awards granted in fiscal 2017. PBRS awards are initially determined as a cash value, converted to units, and then subject to a three-year performance period followed by a one-year holding period. The final number of shares earned will be determined by multiplying the number of units by the three-year performance percentage, and adjusting upwards to account for dividends paid during the second and third years of the performance period. PBRS awards granted in fiscal 2017 will vest on April 30, 2019. The estimated possible payouts assume Brown-Forman continues to issue dividends at the current rate during the performance period.
~~(4)~~ The number of SSARs awarded for fiscal 2017 was determined by dividing the cash value of each SSAR award by the Black-Scholes value ($14.32) of our Class B common stock as of the close of trading on the date of grant, July 28, 2016. SSARs become exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years thereafter (barring certain events that may cause an award to become exercisable earlier). SSARs granted July 28, 2016, become exercisable on May 1, 2019, and expire April 30, 2026.
~~(5)~~ ~~The exercise price for the SSARs represents the closing price of our Class B common stock on the grant date.~~
~~(6)~~ Calculated in accordance with FASB ASC Topic 718. Awards subject to performance conditions are calculated based on the probable outcome of the performance condition as of the grant date. Assumptions used in the calculation of these amounts appear in Note 10 to our audited financial statements for the fiscal year ended April 30, 2017, which are included in our Annual Report on Form 10-K for fiscal 2017.

42
~~BROWN-FORMAN2017~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN    41
COMPENSATION TABLES  |  GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
The following table contains information regarding the equity and non-equity awards granted to our NEOs during fiscal 2019 under our 2013 Omnibus Compensation Plan. For additional information on the fiscal 2019 awards, please see the Compensation Discussion and Analysis, which begins on page 24.
FISCAL 2019 GRANTS OF PLAN-BASED AWARDS TABLE
All Other
Option Awards: Grant Date
Number of Exercise or Fair Value
Estimated Possible Payouts Under Estimated Possible Payouts Under Securities Base Price of Stock
Grant Award Non-Equity Incentive Plan Awards⁽²⁾ Equity Incentive Plan Awards⁽³⁾ Underlying of Option and Option
Name Date Type⁽¹⁾ Threshold Target Maximum Threshold Target Maximum Options⁽⁴⁾ Awards⁽⁵⁾ Awards⁽⁶⁾
Lawson E. Whiting STC $0 $850,000 $1,700,000
LTC 0 1,266,667 2,533,334
7/26/2018 PBRSU 4,152 8,303 12,455 $459,765
7/26/2018 SSAR 40,688 $54.00 450,009
Jane C. Morreau STC 0 450,000 900,000
LTC 0 420,000 840,000
7/26/2018 PBRSU 2,906 5,812 8,718 321,836
7/26/2018 SSAR 28,482 54.00 315,011
Mark I. McCallum STC 0 463,500 927,000
LTC 0 442,900 885,800
7/26/2018 PBRSU 2,043 4,086 6,129 226,255
7/26/2018 SSAR 20,023 54.00 221,454
Matthew E. Hamel STC 0 309,000 618,000
LTC 0 163,513 327,025
7/26/2018 PBRSU 1,509 3,017 4,526 167,061
7/26/2018 SSAR 29,569 54.00 327,033
Thomas Hinrichs⁽⁷⁾ STC 0 410,364 820,728
LTC 0 241,391 482,782
7/26/2018 PBRSU 1,138 2,276 3,414 126,020
7/26/2018 SSAR 11,153 54.00 123,352
Paul C. Varga⁽⁸⁾ STC 0 1,006,920 2,013,840
LTC 0 1,209,707 2,419,414
7/26/2018 PBRS-A 8,370 16,740 25,110 926,968
7/26/2018 SSAR 82,033 54.00 907,285

~~COMPENSATION TABLES •~~~~OUTSTANDING EQUITY AWARDS~~
~~OUTSTANDING EQUITY AWARDS~~
~~The following table lists~~
(1) “STC” represents short-term (or annual) incentive compensation payable in cash. “LTC” represents long-term incentive compensation payable in cash at the ~~outstanding equity awards held by our NEOs as~~end of ~~April 30, 2017. The year-end values shown in the table are based on the April 30, 2017, closing prices for our~~a three-year performance period. “PBRSU” represents Class A common performance-based restricted stock ~~$48.06,~~units. “SSAR” represents Class B common stock-settled stock appreciation rights.
(2) Amounts represent potential value of the short-term incentive compensation opportunity for the fiscal 2019 performance period and the cash component of the long-term incentive compensation opportunity for the fiscal 2019 through fiscal 2021 performance period. No amounts are payable if threshold underlying operating income performance levels are not achieved. STC and LTC are capped at 200% of target. Please see the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2019 Summary Compensation Table on page 40 for amounts actually paid. These amounts include the short-term cash incentive compensation paid for the one-year performance period ending on April 30, 2019, and the long-term cash incentive compensation paid for the three-year performance period ended on April 30, 2019. The maximum awards providing for cash settlement that may be granted to any NEO in fiscal 2019 were capped at $6,000,000.
(3) Amounts represent the estimated payouts of the PBRSU awards granted in fiscal 2019. PBRSU awards are subject to a three-year performance period followed by a one-year holding period. The final number of shares earned will be determined by multiplying the number of units by the three-year performance percentage, and adjusting the resulting number upwards to account for dividends paid during the second and third years of the performance period. PBRSU awards granted in fiscal 2019 will vest on June 1, 2021. The estimated possible payouts assume a 50% threshold and 150% maximum payout.
(4) The number of SSARs awarded for fiscal 2019 was determined by dividing the total cash value of each SSAR award by the Black-Scholes value ($11.06) of our Class B common stock ~~$47.32.~~
~~OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR END TABLE~~
SSAR Awards⁽¹⁾ Stock Awards⁽²⁾
Name Grant
Date Number of
Securities
Underlying
Unexercised
SSARs
Exercisable Number of
Securities
Underlying
Unexercised
SSARs
Unexercisable SSAR
Exercise
Price SSAR
Expiration
Date Number of
Shares or
Units of Stock
That Have Not
Vested⁽³⁾ Market Value
of Shares or
Units of Stock
That Have Not
Vested⁽³⁾⁽⁴⁾ Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested⁽⁵⁾⁽⁶⁾ Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested⁽⁷⁾
Paul C. Varga 7/28/2011 191,522 $23.20 4/30/2021
7/26/2012 185,028 29.35 4/30/2022
7/25/2013 124,664 36.21 4/30/2023
7/24/2014 122,046 45.99 4/30/2024
7/23/2015 154,250 51.13 4/30/2025
7/28/2016 215,084 49.01 4/30/2026
7/25/2013 140,022 $6,729,457
7/24/2014 15,920 $765,115
7/23/2015 29,047 1,395,999
7/28/2016 38,657 1,857,855
Jane C. Morreau 7/23/2009 22,926 $13.53 4/30/2019
7/22/2010 25,180 19.22 4/30/2020
7/28/2011 28,730 23.20 4/30/2021
7/26/2012 22,196 29.35 4/30/2022
7/25/2013 18,532 36.21 4/30/2023
7/24/2014 26,850 45.99 4/30/2024
7/23/2015 26,758 51.13 4/30/2025
7/28/2016 41,482 49.01 4/30/2026
7/24/2014 3,094 $148,698
7/23/2015 8,231 $395,582
7/28/2016 8,699 418,074
Mark I. McCallum 7/23/2009 46,874 $13.53 4/30/2019
7/22/2010 40,910 19.22 4/30/2020
7/28/2011 46,288 23.20 4/30/2021
7/26/2012 49,718 29.35 4/30/2022
7/25/2013 31,942 36.21 4/30/2023
7/24/2014 27,354 45.99 4/30/2024
7/23/2015 22,300 51.13 4/30/2025
7/28/2016 30,028 49.01 4/30/2026
7/24/2014 3,059 $147,016
7/23/2015 5,880 282,593
7/28/2016 6,298 302,682
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43
~~COMPENSATION TABLES •~~~~OUTSTANDING EQUITY AWARDS~~
~~OUTSTANDING EQUITY AWARDS~~
~~The following table lists the outstanding equity awards held by our NEOs~~ as of the close of trading on the date of grant, July 26, 2018. SSARs become exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years thereafter (barring certain events that may cause an award to become exercisable earlier). SSARs granted July 26, 2018, become exercisable on May 1, 2021, and expire April 30, ~~2017.~~ 2028.
(5) The ~~year-end values shown in~~exercise price for the ~~table are based on~~SSARs represents the ~~April 30, 2017,~~ closing ~~prices for our Class A common stock, $48.06, and~~price of our Class B common stock ~~$47.32.~~
~~OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR END TABLE (CONTINUED)~~
SSAR Awards⁽¹⁾ Stock Awards⁽²⁾
Name Grant
Date Number of
Securities
Underlying
Unexercised
SSARs
Exercisable Number of
Securities
Underlying
Unexercised
SSARs
Unexercisable SSAR
Exercise
Price SSAR
Expiration
Date Number of
Shares or
Units of Stock
That Have Not
Vested⁽³⁾ Market Value
of Shares or
Units of Stock
That Have Not
Vested⁽³⁾⁽⁴⁾ Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested⁽⁵⁾⁽⁶⁾ Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested⁽⁷⁾
Jill A. Jones 7/26/2012 22,196 $29.35 4/30/2022
7/25/2013 19,542 36.21 4/30/2023
7/24/2014 20,444 45.99 4/30/2024
7/23/2015 25,184 51.13 4/30/2025
7/28/2016 29,330 49.01 4/30/2026
7/24/2014 2,668 $128,224
7/23/2015 7,747 $372,321
7/28/2016 6,152 295,665
Lawson E. Whiting 7/28/2011 17,156 $23.20 4/30/2021
7/26/2012 15,518 29.35 4/30/2022
7/25/2013 17,184 36.21 4/30/2023
7/24/2014 12,078 45.99 4/30/2024
7/23/2015 15,740 51.13 4/30/2025
7/28/2016 22,696 49.01 4/30/2026
7/24/2014 1,351 $64,929
7/23/2015 4,152 $199,545
7/28/2016 4,760 228,766
on the grant date.
(6) Calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts appear in Note 11 to our audited financial statements for the fiscal year ended April 30, 2019, which are included in our Annual Report on Form 10-K for fiscal 2019.
(7) Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
(8) Mr. Varga’s amount is pro-rated for the period of May 1, 2018, to December 31, 2018. See “Treatment of Short-Term and Long-Term Incentive Awards Upon Termination of Employment” on page 48.

42    BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
COMPENSATION TABLES  |  OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS
The following table lists the outstanding equity awards held by our NEOs as of April 30, 2019. The year-end values shown in the table are based on the April 30, 2019, closing prices for our Class A common stock, $52.30, and our Class B common stock, $53.29.
OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END TABLE
SSAR Awards⁽¹⁾ Stock Awards⁽²⁾
Equity Incentive
Equity Incentive Plan Awards:
Plan Awards: Market or
Number of Number of Number of Payout Value
Securities Securities Number of Market Value Unearned of Unearned
Underlying Underlying Shares or of Shares or Shares, Units Shares, Units
Unexercised Unexercised SSAR SSAR Units of Stock Units of Stock or Other Rights or Other Rights
Grant SSARs SSARs Exercise Expiration That Have Not That Have Not That Have Not That Have Not
Name Date Exercisable Unexercisable Price Date Vested⁽³⁾ Vested⁽³⁾⁽⁴⁾ Vested⁽⁵⁾⁽⁶⁾ Vested⁽⁷⁾
Lawson E. Whiting 7/28/2011 21,848 $18.22 4/30/2021
7/26/2012 19,763 23.05 4/30/2022
7/25/2013 21,884 28.43 4/30/2023
7/24/2014 15,382 36.11 4/30/2024
7/23/2015 20,045 40.15 4/30/2025
7/28/2016 28,903 38.48 4/30/2026
7/27/2017 34,134 39.76 4/30/2027
7/26/2018 40,688 54.00 4/30/2028
7/28/2016 6,064 $318,347
7/27/2017 5,832 $306,169
7/26/2018 12,455 651,370
Jane C. Morreau 7/28/2011 36,588 $18.22 4/30/2021
7/26/2012 28,267 23.05 4/30/2022
7/25/2013 23,601 28.43 4/30/2023
7/24/2014 34,194 36.11 4/30/2024
7/23/2015 34,077 40.15 4/30/2025
7/28/2016 52,827 38.48 4/30/2026
7/27/2017 40,510 39.76 4/30/2027
7/26/2018 28,482 54.00 4/30/2028
7/28/2016 11,080 $581,677
7/27/2017 9,870 $518,299
7/26/2018 8,718 455,951
Mark I. McCallum 7/28/2011 58,947 $18.22 4/30/2021
7/26/2012 63,316 23.05 4/30/2022
7/25/2013 40,678 28.43 4/30/2023
7/24/2014 34,836 36.11 4/30/2024
7/23/2015 28,399 40.15 4/30/2025
7/28/2016 38,241 38.48 4/30/2026
7/27/2017 32,258 39.76 4/30/2027
7/26/2018 20,023 54.00 4/30/2028
7/28/2016 8,020 $421,033
7/27/2017 7,716 $405,075
7/26/2018 6,129 320,547
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN    43
COMPENSATION TABLES  |  OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END TABLE (CONTINUED)
SSAR Awards⁽¹⁾ Stock Awards⁽²⁾
Equity Incentive
Equity Incentive Plan Awards:
Plan Awards: Market or
Number of Number of Number of Payout Value
Securities Securities Number of Market Value Unearned of Unearned
Underlying Underlying Shares or of Shares or Shares, Units Shares, Units
Unexercised Unexercised SSAR SSAR Units of Stock Units of Stock or Other Rights or Other Rights
Grant SSARs SSARs Exercise Expiration That Have Not That Have Not That Have Not That Have Not
Name Date Exercisable Unexercisable Price Date Vested⁽³⁾ Vested⁽³⁾⁽⁴⁾ Vested⁽⁵⁾⁽⁶⁾ Vested⁽⁷⁾
Matthew E. Hamel 7/22/2010 64,126 $15.09 4/30/2020
7/28/2011 60,980 18.22 4/30/2021
7/26/2012 56,531 23.05 4/30/2022
7/25/2013 42,910 28.43 4/30/2023
7/24/2014 33,676 36.11 4/30/2024
7/23/2015 38,419 40.15 4/30/2025
7/28/2016 56,472 38.48 4/30/2026
7/27/2017 47,637 39.76 4/30/2027
7/26/2018 29,569 54.00 4/30/2028
7/28/2016 5,923 $310,945
7/27/2017 5,697 $299,082
7/26/2018 4,526 236,684
Thomas Hinrichs 7/22/2010 6,503 $15.09 4/30/2020
7/28/2011 12,302 18.22 4/30/2021
7/26/2012 14,457 23.05 4/30/2022
7/25/2013 11,134 28.43 4/30/2023
7/24/2014 8,808 36.11 4/30/2024
7/23/2015 11,134 40.15 4/30/2025
7/28/2016 14,966 38.48 4/30/2026
7/27/2017 12,647 39.76 4/30/2027
7/26/2018 11,153 54.00 4/30/2028
7/28/2016 3,143 $165,002
7/27/2017 3,026 $158,834
7/26/2018 3,414 178,552
Paul C. Varga 7/26/2012 235,630 $23.05 4/30/2022
7/25/2013 158,757 28.43 4/30/2023
7/24/2014 155,424 36.11 4/30/2024
7/23/2015 196,435 40.15 4/30/2025
7/28/2016 273,905 38.48 12/31/2025
7/27/2017 231,052 39.76 12/31/2025
7/26/2018 82,033 54.00 12/31/2025
7/28/2016 49,233 $2,584,625
7/27/2017 47,082 $2,471,711
7/26/2018 25,110 1,313,253
(1) SSAR awards are exercisable for shares of Class B common stock. All SSARs vest and become fully exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years thereafter (barring certain events that may require an award to become exercisable earlier).
~~(2)~~ Represents Class A common performance-based restricted stock awards with a three-year performance period, followed by a one-year vesting period. The performance-based restricted stock awards granted on July 24, 2014, July 23, 2015, and July 28, 2016, will vest on April 30, 2018, April 30, 2019, and April 30, 2020, respectively.
44    BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
~~(3)~~ Reflects the number of shares of restricted Class A common stock that were issued on June 1, 2017, upon satisfaction of the performance measures prescribed for the performance-based restricted stock awards granted on July 24, 2014. The number of shares issued was determined by multiplying the cash value of the target award by a three-year performance percentage (50%), adjusting upwards to account for dividends paid during the second and third years of the performance period, and then dividing that amount by $45.13, which was the split-adjusted closing price of our Class A common stock on the date of the grant. The restrictions on these shares will lapse on April 30, 2018.
~~(4)~~ The market value for the shares of restricted Class A common stock was determined by multiplying the number of shares of restricted Class A common stock by $48.06, the closing price of our Class A common stock on April 30, 2017.
~~(5)~~ Amounts shown represent the estimated maximum possible payout of PBRS units based on a performance multiplier of 150% of target for the awards granted in fiscal years 2016 and 2017. PBRS awards are initially determined as a cash value, converted to units, then subject to a three-year performance period followed by a one-year holding period. The number of shares of PBRS to be awarded is determined by multiplying the initial number of units by a three-year performance adjustment factor (150% in this instance) and adjusting to account for dividends paid during the second and third years of the performance period.
~~(6)~~ On July 25, 2013, Mr. Varga received a one-time performance-based special grant of 67,513 Class A shares of restricted stock. During the performance period, dividends accrued and were credited as additional restricted stock, subject to the same performance measures as the initial grant. The market value was determined by multiplying the outstanding number of restricted shares, 140,022, by $48.06, the closing price of Class A shares on April 30, 2017.
~~(7)~~ ~~Market value for the PBRS awards was determined by multiplying the number of shares by $48.06, the closing price of our Class A common stock on April 30, 2017.~~
COMPENSATION TABLES  |  OPTION EXERCISES AND STOCK VESTED
(2) Represents Class A and Class B common performance-based restricted stock unit awards with a three-year performance period, followed by a one-year holding period. The performance-based restricted stock unit awards granted on July 28, 2016, July 27, 2017, and July 26, 2018 will vest on June 3, 2019, June 1, 2020, and June 1, 2021, respectively.
(3) Reflects the number of shares of restricted Class A and Class B common stock issued on June 3, 2019, upon satisfaction of the performance measures prescribed for the performance-based restricted stock awards granted on July 28, 2016. The number of shares issued was determined by multiplying the stock unit award by a three-year performance percentage (150%), and then adjusting the resulting number upwards to account for dividends paid during the second and third years of the performance period. The shares are reflected to account for the 5-for-4 split on February 28, 2018 and the special dividend on April 23, 2018. The restrictions on these shares will lapse on April 30, 2020.
(4) The market values for the shares of restricted Class A and Class B common stock were determined by multiplying the number of shares of restricted Class A and Class B common stock by the respective prices of such shares on April 30, 2019. The closing price for our Class A common stock was $52.30 and the closing price for our Class B common stock was $53.29.
(5) Amounts shown represent the estimated maximum possible payout of PBRS based on a performance multiplier of 150% of target for the awards granted in fiscal years 2018 and 2019. PBRS awards are initially determined as a cash value, which is converted to units, and then subject to a three-year performance period followed by a one-year holding period. The number of shares of PBRS ultimately awarded will be determined by multiplying the initial number of units by a three-year performance adjustment factor and adjusting the resulting number to account for dividends paid during the second and third years of the performance period.
(6) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $52.30 (the closing price of our Class A common stock on April 30, 2019) and by multiplying the number of Class B shares by $53.29 (the closing price of our Class B common stock on April 30, 2019).
(7) Mr. Varga’s amount is pro-rated for the period of May 1, 2018 to December 31, 2018. See “Treatment of Short-Term and Long-Term Incentive Awards Upon Termination of Employment” on page 48.

44
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
OPTION EXERCISES AND STOCK VESTED
The following table shows all SSAR awards exercised by the NEOs during fiscal 2019 and the value realized upon exercise, as well as all stock awards in which our NEOs vested during fiscal 2019 and the value realized upon vesting.
FISCAL 2019 OPTION EXERCISES AND STOCK VESTED TABLE
Option/SSAR Awards⁽¹⁾ Stock Awards⁽²⁾
Number of Class A Number of Class B
Number of Shares Value Realized Shares Acquired Shares Acquired Value Realized
Name Acquired on Exercise on Exercise⁽³⁾ on Vesting⁽⁴⁾ on Vesting⁽⁵⁾ on Vesting⁽⁶⁾
Lawson E. Whiting — $— 4,233 1,058 $277,767
Jane C. Morreau⁽⁷⁾ 14,721 1,041,921 8,396 2,098 550,913
Mark I. McCallum — — 5,997 1,499 393,525
Matthew E. Hamel⁽⁸⁾ 35,081 2,985,104 4,057 1,014 266,217
Thomas Hinrichs⁽⁹⁾ 3,783 364,465 2,608 652 171,143
Paul C. Varga — — 29,631 7,404 1,743,385

(1) All SSAR awards are settled in Class B common stock.
~~COMPENSATION TABLES •~~
(2) Stock awards are in the form of Class A and Class B common stock.
(3) Equals the difference between the SSAR exercise price and the market price of the underlying shares at time of exercise, multiplied by the number of SSAR awards exercised.
(4) The grant date for all awards of Class A common performance-based restricted stock shown in the table was July 23, 2015. The vesting date was April 30, 2019. Mr. Varga’s vesting date was January 31, 2019, due to his retirement.
(5) The Class B common stock was issued as a result of the 5-for-4 stock split on February 28, 2018.
(6) Equals the sum of the closing price of each underlying security on the vesting date multiplied by the number of shares of the applicable class of common stock that vested. The closing price of our Class A common stock on the vesting date, April 30, 2019, was $52.30. The closing price of our Class B common stock on the vesting date, April 30, 2019, was $53.29. Mr. Varga’s shares vested on January 31, 2019, due to his retirement. The closing price of our Class A common stock on January 31, 2019, was $47.03. The closing price of our Class B common stock on January 31, 2019, was $47.25.
(7) Ms. Morreau exercised 32,067 SSAR awards on January 2, 2019.
(8) Mr. Hamel exercised 19,101 SSAR awards on July 31, 2018, 19,101 SSAR awards on October 31, 2018, 19,101 SSAR awards on January 31, 2019, and 19,101 SSAR awards on April 30, 2019.
(9) Mr. Hinrichs exercised 8,604 SSAR awards on April 30, 2019.
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  BROWN-FORMAN    45
COMPENSATION TABLES  |  PENSION BENEFITS
PENSION BENEFITS

~~OPTION EXERCISES AND STOCK VESTED~~
The following table shows all SSAR awards exercised by the NEOs during fiscal 2017 and the value realized upon exercise, as well as all stock awards in which our NEOs vested during fiscal 2017 and the value realized upon vesting.
~~FISCAL 2017 OPTION EXERCISES AND STOCK VESTED TABLE~~
Option/SSAR Awards⁽¹⁾ Stock Awards⁽²⁾
Number of Shares Value Realized Number of Shares Value Realized
Name Acquired on Exercise on Exercise⁽³⁾ Acquired on Vesting⁽⁴⁾ on Vesting⁽⁵⁾
Paul C. Varga — — 26,776 $1,286,855
Jane C. Morreau⁽⁶⁾ 14,262 $387,427 4,644 223,191
Mark I. McCallum — — 7,624 366,409
Jill A. Jones⁽⁷⁾ 63,730 1,588,990 3,500 168,210
Lawson E. Whiting⁽⁸⁾ 16,158 483,116 3,078 147,929
~~(1)~~ ~~All SSAR awards are settled in Class B common stock.~~
~~(2)~~ ~~All stock awards are in the form of Class A common stock.~~
~~(3)~~ ~~Equals the difference between the SSAR exercise price and the market price of the underlying shares at time of exercise, multiplied by the number of SSAR awards exercised.~~
~~(4)~~ ~~The grant date for all awards of Class A common performance-based restricted stock shown in the table was July 25, 2013. The vesting date was April 30, 2017.~~
~~(5)~~ Equals the closing price of the underlying securities on the vesting date multiplied by the number of shares that vested. The closing price of our Class A common stock on the vesting date, April 30, 2017, was $48.06.
~~(6)~~ ~~Ms. Morreau exercised 14,262 SSAR awards on January 3, 2017.~~
~~(7)~~ ~~Ms. Jones exercised 30,212 SSAR awards on July 8, 2016 and 33,518 SSAR awards on January 13, 2017.~~
~~(8)~~ ~~Mr. Whiting exercised 16,158 SSAR awards on March 10, 2017.~~
~~PENSION BENEFITS~~
We maintain both tax-qualified and non-qualified supplemental excess retirement plans. The following table shows the present value of accumulated pension benefits payable to each of our NEOs under our tax-qualified plan (Brown-Forman Corporation Salaried Employees Retirement Plan) and under our non-qualified excess plan (Brown-Forman Supplemental Executive Retirement Plan), based on the pension earned as of our most recent FASB ASC Topic 715 measurement date, April 30, 2019. These plans are described below the table.
FISCAL 2019 PENSION BENEFITS TABLE
Name Plan Name Number of Years
Credited Service Present Value of
Accumulated Benefit⁽¹⁾ Payments During
Last Fiscal Year
Lawson E. Whiting Qualified 21.83 $713,838 —
Non-Qualified 21.83 1,930,385 —
Jane C. Morreau Qualified 27.58 1,361,669 —
Non-Qualified 27.58 4,952,700 —
Mark I. McCallum Qualified 15.75 903,442 —
Non-Qualified 15.75 3,594,244 —
Matthew E. Hamel Qualified 11.50 541,985 —
Non-Qualified 11.50 1,417,520 —
Thomas Hinrichs⁽²⁾⁽³⁾ Germany 22.67 971,527 —
Paul C. Varga Qualified 31.67 1,530,256 $27,578
Non-Qualified 31.67 18,180,130 —
(1) Actuarial present value of each NEO’s accumulated pension benefit as of our FASB ASC Topic 715 measurement date, April 30, ~~2017. These plans are described below the table.~~
~~FISCAL 2017 PENSION BENEFITS TABLE~~
Name Plan Name Number of Years
Credited Service Present Value of
Accumulated Benefit⁽¹⁾ Payments During
Last Fiscal Year
Paul C. Varga Qualified 30.00 $1,041,931 —
Non-Qualified 30.00 12,862,407 —
Jane C. Morreau Qualified 25.58 1,106,364 —
Non-Qualified 25.58 3,407,776 —
Mark I. McCallum Qualified 13.75 692,000 —
Non-Qualified 13.75 2,822,647 —
Jill A. Jones Qualified 17.17 566,310 —
Non-Qualified 17.17 1,954,251 —
Lawson E. Whiting Qualified 19.83 566,291 —
Non-Qualified 19.83 946,239 —
~~(1)~~ Actuarial present value of each NEO’s accumulated pension benefit as of our FASB ASC Topic 715 measurement date, April 30, 2017, using a 4.09% discount rate, age 65 expected retirement age, and RP-2014 mortality table adjusted to 2006 with MP-2015 for employees and healthy annuitants with a fully generational projection using scale MP-2015.2019, using a 4.04% discount rate, expected retirement age of 65, and RP-2014 mortality table adjusted to 2006 with MP-2017 for employees and healthy annuitants with a fully generational projection using scale MP-2017.
(2) Mr. Hinrichs is a German citizen residing in Amsterdam, Netherlands. The German pension plan for Brown-Forman Corporation pays a guaranteed capital sum or monthly pension. Expected retirement is 65 years and guaranteed interest rate is 2.75%.
(3) Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~
45
~~COMPENSATION TABLES •~~~~PENSION BENEFITS~~

Brown-Forman Corporation Salaried Employees Retirement Plan
Most U.S. salaried employees, and all of our NEOs, participate in the tax-qualified Brown-Forman Corporation Salaried Employees Retirement Plan. This is a funded, non-contributory, defined benefit pension plan that provides monthly retirement benefits based on the participant’s age at retirement, years of service, and “Final Average Compensation” (described below). Retirement benefits are not offset by Social Security benefits and are assumed for actuarial purposes to be payable at age 65. Participants vest in the plan after five years of service.

Brown-Forman Corporation Supplemental Executive Retirement Plan
U.S. federal tax law limits the amount of compensation that may be used annually to accrue benefits under our tax-qualified Salaried Employees Retirement Plan. For employees whose compensation exceeds these limits, including our NEOs, we maintain a non-qualified supplemental executive retirement plan (SERP). The SERP restores the benefits that are lost due to U.S. federal tax law limitations. The SERP also provides faster vesting for certain key employees who join us mid-career. All NEOs are vested in the SERP.

Pension Formula
The formula to calculate the combined total pension benefit under both plans includes the following factors:

• Final Average Compensation (FAC) is the average compensation of the highest consecutive five calendar years in the last ten calendar years of employment. For this purpose, compensation is considered to be salary, holiday bonus, and short-term incentive compensation (not long-term cash or equity compensation).
• Social Security Covered Compensation (CC) is the average of the Social Security Taxable Wage Base in effect for each calendar year during the 35 years ending with the calendar year in which a participant reaches Social Security Retirement age.
• Credited Service (Service) is the number of years and whole months during which the participant is employed by Brown-Forman at a location or division that participates in the pension plan, up to a maximum of 30 years.

46BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
COMPENSATION TABLES  |  NON-QUALIFIED DEFERRED COMPENSATION
The table below shows the pension formula and gives a sample ~~calculation:~~calculation.

MONTHLY PENSION FORMULA FOR A PARTICIPANT RETIRING AT THE REGULAR RETIREMENT AGE OF 65

Generalized Formula Sample calculation: assume
FAC of $400,000, CC of $80,000,
and Service of 30 years Amount
1.3% multiplied by FAC up to CC 0.013 × $80,000 = $1,040
1.75% multiplied by FAC above CC 0.0175 × $320,000 = 5,600
6,640
The sum of the above multiplied by years of service × 30 = 199,200
Divide by 12 to get the monthly pension (before reduction for early retirement or optional forms of payment). ÷ 12 = $16,600

Early retirement is available at age 55 under both plans. ~~Jane C.~~Ms. Morreau, Mr. McCallum and ~~Mark I. McCallum~~Mr. Hamel are the ~~only~~ NEOs ~~who are~~ currently eligible for early retirement.

Those who retire before age 65 under the final average pay formula have their pension payments reduced by 3% for each year (1/4 of 1% for each month) that payments start prior to age 65. Retirees also can reduce their pension payment to purchase optional forms of payment that protect ~~their~~a spouse or ensure a minimum payment period.

Once the final pension is determined, the federal rules that govern the maximum pension that can be paid under the qualified plan are applied to determine the portion to be paid under the qualified plan, and the remaining amount becomes payable under the non-qualified pension plan.

46
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
~~COMPENSATION TABLES •~~NON-QUALIFIED DEFERRED COMPENSATION

~~NON-QUALIFIED DEFERRED COMPENSATION~~
Effective January 1, 2011, we adopted the Brown-Forman Corporation ~~Non-qualified~~Non-Qualified Savings Plan. Additional information on this plan may be found under “Brown-Forman Corporation ~~Non-qualified~~Non-Qualified Savings Plan” on page 37. The following table provides information on plan contributions and earnings for our NEOs for fiscal ~~2017:~~2019.

FISCAL ~~2017~~2019 NON-QUALIFIED DEFERRED COMPENSATION TABLE

Executive
Contributions
in Last FY⁽¹⁾ Registrant
Contributions
in Last FY Aggregate
Earnings in
Last FY⁽²⁾ Aggregate
Withdrawals/
Distributions⁽³⁾ Aggregate
Balance
at Last FYE⁽⁴⁾ Executive
Contributions
in Last FY⁽¹⁾ Registrant
Contributions
in Last FY Aggregate
Earnings in
Last FY⁽²⁾ Aggregate
Withdrawals/
Distributions⁽³⁾ Aggregate
Balance
at Last FYE⁽⁴⁾
Paul C. Varga $91,667 $ — $1,200,021 $(1,750,963) $6,345,436
Lawson E. Whiting $— $— $— $— $—
Jane C. Morreau 291,846 — 75,616 — 1,077,414 299,543 — 61,751 — 1,756,985
Mark I. McCallum — 154,574 (100,457) 1,242,589 — — 52,628 204,641 1,002,006
Jill A. Jones 80,877 — 79,562 (34,297) 1,605,989
Lawson E. Whiting —
Matthew E. Hamel — — — — —
Thomas Hinrichs⁽⁵⁾ — — — — —
Paul C. Varga 717,657 — 466,634 457,722 6,635,096

(1) Contributions shown in this column are included in each NEO’s compensation reported in the Fiscal 2019 Summary Compensation Table, under “Salary” for the current fiscal year or under “Non-Equity Incentive Plan Compensation” in the previous fiscal year.
(2) NEOs participating in the Savings Plan may notionally invest their plan balances in mutual funds within generally the same asset classes available to participants in our qualified 401(k) savings plan. The Savings Plan does not guarantee a return on deferred amounts. Earnings in this column represent deemed investment earnings or losses attributable to the change in market value of the notional investments. These amounts are not reported in the Fiscal 2019 Summary Compensation Table because the Savings Plan does not provide for above-market or preferential earnings.
(3) Mr. ~~Varga, Mr.~~ McCallum and ~~Ms. Jones~~Mr. Varga each made a withdrawal from our non-qualified savings plan, as allowed under its terms and conditions.
(4) ~~Includes amounts~~Amounts reflect, with the exception of the values denoted on the other columns, compensation previously ~~reported~~disclosed in our proxy statements from 2017 to 2019.
(5) Mr. Hinrichs is not eligible for the Non-Qualified Deferred Compensation Plan as ~~compensation to~~an employee outside of the NEOs in the Summary Compensation Table for fiscal years 2014 through 2016 (except for Mr. Whiting who was not an NEO until fiscal 2017): Mr. Varga: $4,924,495; Ms. Morreau: $657,992; Mr. McCallum: $809,530; and Ms. Jones: $926,932.United States.

~~2017~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~BROWN-FORMAN~~BROWN-FORMAN    47
47

COMPENSATION TABLES •  |  POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~
We do not provide our NEOs with any separate contract, agreement, or arrangement that allows for payments or benefits upon termination or a change in control or that discriminates in favor of an NEO in scope or terms of operation. We offer certain benefits to executives whose employment terminates before incentive awards are paid, depending upon the circumstances surrounding their termination. These benefits, shown in the table below, are intended to continue to link an executive’s compensation to Brown-Forman’s performance after the executive’s employment has ended and to avoid penalizing executives in situations where the termination was outside of their control.

TREATMENT OF ~~ANNUAL~~SHORT-TERM AND LONG-TERM INCENTIVE AWARDS UPON TERMINATION OF EMPLOYMENT

Termination Event Short-Term Cash
Incentives Long-Term Cash Incentives ~~and~~
and Performance-Based
Restricted Stock SSARs
Retirement⁽¹⁾ Awards granted in the fiscal year of termination are ~~prorated~~pro-rated based on the time worked during ~~the~~that fiscal year, adjusted for performance, and paid at the same time and in the same manner as to active employees. Awards granted in the fiscal year of termination are pro-rated based on the time worked during that year, adjusted for performance, and paid soon after the end of the performance period. Outstanding unpaid awards are not reduced, but are adjusted for performance and paid soon after the end of the performance period. Awards granted in the fiscal year of termination are ~~prorated~~pro-rated based on the time worked during ~~the year, adjusted for performance, and paid at the end of or shortly following the performance period. Unpaid~~that year. Other outstanding awards ~~granted in prior fiscal years are not reduced, but are adjusted for performance and paid at the end of or shortly following the performance period.~~ ~~Awards granted in the fiscal year of termination are prorated based on the time worked during the year. Awards granted in prior fiscal years~~ are not reduced. All awards become exercisable at the same time and in the same manner as for active employees. Retirees must exercise awards by the earlier of the original expiration date or the end of seven years following the date of retirement.
InvoluntaryNot for Cause Awards granted in the fiscal year of termination are ~~prorated based on the time worked during the fiscal year, adjusted for performance, and paid at the same time and in the same manner as to active employees.~~ Awards granted in the fiscal year of termination are prorated based on the time worked during the year, adjusted for performance, and paid at the end of or shortly following the performance period. Unpaid awards granted in prior fiscal years are not reduced, but are adjusted for performance and paid at the end of or shortly following the performance period. ~~Awards granted in the fiscal year of termination are prorated~~pro-rated based on the time worked during the year. ~~Awards granted in prior fiscal years~~Other outstanding awards are not reduced. All awards become exercisable at the same time and in the same manner as for active employees. Awards must be exercised by the original expiration date, or, if earlier, by the later of twelve months following the date of termination or twelve months following the first exercise ~~date, but in no case beyond the original expiration~~ date.
Death/PermanentDisability Awards granted in the fiscal year of termination are ~~prorated~~pro-rated based on the time worked during ~~the~~that year and are paid upon termination at a target level of performance. Awards granted in the fiscal year of termination are ~~prorated~~pro-rated based on the time worked during ~~the~~that year and become payable shortly after termination at a target level of performance. ~~Unpaid~~Outstanding unpaid awards ~~granted in prior fiscal years~~ are not reduced and become payable shortly after termination at a target level of performance. Awards granted in the fiscal year of termination are ~~prorated~~pro-rated based on the time worked during ~~the~~that year. ~~Unpaid~~Other outstanding awards ~~granted in fiscal years prior to death or permanent disability~~ are not reduced. All awards become exercisable ~~upon~~on the date of death or permanent disability. Awards must be exercised by the earlier of the expiration date or the end of five years following the date of death or termination of employment due to disability.
Voluntary Terminationor Involuntary for Poor~~Poor~~ Performance Awards granted in the fiscal year of termination are forfeited. All unearned or nonvested awards are forfeited. ~~Awards that are not vested at the time of termination~~All nonvested awards are forfeited. ~~Awards that are exercisable at the time of termination~~Exercisable awards may be exercised for up to 30 days, ~~but in no case beyond~~or, if earlier, until the original expiration date.
Involuntary for Cause ~~Awards granted in the fiscal year of termination are forfeited.~~ ~~All unearned or nonvested awards are forfeited.~~ All outstanding awards are forfeited.

(1) Retirement applies to those executives who leave Brown-Forman at or after age 55 with at least 5five years of service or at or after age 65 with any service.

~~Change in Control and Termination Upon Change in Control~~CHANGE IN CONTROL AND TERMINATION UPON CHANGE IN CONTROL
In the event of a change in control, as defined in the Brown-Forman 2013 Omnibus Plan or the Brown-Forman 2004 Omnibus Plan, as applicable, short-term and long-term incentive compensation cycles continue unaffected, and outstanding options and SSARs become immediately vested but remain exercisable according to their original vesting schedule. In the event an executive’s employment is terminated by ~~the Company~~Brown-Forman (or its successor) without cause or by the executive within 60 days after a constructive discharge, in either case within one year following a change in control, all outstanding awards become immediately vested and exercisable, restriction periods lapse, and cash awards are paid out pro-rata based on target performance through the effective date of termination. In the event of a change in control that modifies the capital structure of Brown-Forman (or its successors), the realizable value on exercise of outstanding options and SSARs is subject to adjustment as described in the applicable Omnibus Plan.

48
~~BROWN-FORMAN2017~~
48BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

COMPENSATION TABLES  •~~POTENTIAL PAYMENTS UPON TERMINATION OR~~|  CHANGE IN CONTROL AND TERMINATION UPON CHANGE IN CONTROL

The following table illustrates the value of compensation available to our NEOs ~~had~~as if their employment terminated on April 30, ~~2017,~~2019, the last day of our ~~2017~~2019 fiscal year, under various scenarios. The compensation included is only amounts that would have been payable as a direct result of the specified triggering event. This table excludes the value of pension benefits that are disclosed in the Fiscal ~~2017~~2019 Pension Benefits Table on page 4546 and the amounts payable under deferred compensation plans that are disclosed in the Fiscal ~~2017 Non-qualified~~2019 Non-Qualified Deferred Compensation Table on page 47.

FISCAL ~~2017~~2019 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE⁽¹⁾

Name Death
Benefit⁽¹⁾ Holiday
Bonus⁽²⁾ STC⁽³⁾ LTC⁽⁴⁾ SSARs⁽⁵⁾ PBRS⁽⁴⁾ SRS⁽⁷⁾ Total Death Benefit⁽²⁾ Holiday Bonus⁽³⁾ STC⁽⁴⁾ LTC⁽⁵⁾ PBRS⁽⁵⁾ SSARs⁽⁶⁾ Total
Paul C. Varga
Lawson E. Whiting
Voluntary Termination — — — — — — — — — — — — — — —
Involuntary Termination for Cause — — — — — — — — — — — — — — —
Involuntary Termination Not for Cause — $19,113 $1,847,850 $5,222,000 $162,931 $3,971,534 — $11,223,428 — $17,375 $812,600 $2,010,500 $1,275,886 $889,960 $5,006,321
Retirement — 19,113 1,847,850 5,222,000 162,931 3,971,534 — 11,223,428 — 17,375 812,600 2,010,500 1,275,886 889,960 5,006,321
Death $2,000,000 19,113 1,455,000 4,620,000 162,931 3,666,305 $5,383,566 17,306,915 $2,000,000 17,375 850,000 1,997,500 956,707 889,960 6,711,542
Change in Control — — — — 162,931 — — 162,931
Termination Upon Change in Control — 19,113 1,455,000 4,620,000 162,931 3,666,305 6,729,457 16,652,806
Change-in-Control — — — — — 889,960 889,960
Termination Upon Change-in-Control — 17,375 850,000 1,997,500 956,707 889,960 4,711,542
Jane C. Morreau⁽⁶⁾⁽⁷⁾
Voluntary Termination — $9,991 $537,600 $981,020 $35,845 $753,821 — $2,318,277 — 10,425 432,000 1,098,240 1,546,255 1,330,537 4,417,457
Involuntary Termination for Cause — — — — — — — — — — — — — — —
Involuntary Termination Not for Cause — 9,991 537,600 981,020 35,845 753,821 — 2,318,277 — 10,425 432,000 1,098,240 1,546,255 1,330,537 4,417,457
Retirement — 9,991 537,600 981,020 35,845 753,821 — 2,318,277 — 10,425 432,000 1,098,240 1,546,255 1,330,537 4,417,457
Death $2,994,000 9,991 420,000 867,500 35,845 700,426 — 5,027,762 2,000,000 10,425 450,000 1,086,000 1,224,729 1,330,537 6,101,691
Change in Control — — — — 35,845 — — 35,845
Termination Upon Change in Control — 9,991 420,000 867,500 35,845 700,426 — 2,033,762
Change-in-Control — — — — — 1,330,537 1,330,537
Termination Upon Change-in-Control — 10,425 450,000 1,086,000 1,224,729 1,330,537 4,101,691
Mark I. McCallum⁽⁶⁾⁽⁷⁾
Voluntary Termination — $11,033 $576,000 $1,260,191 $36,518 $583,232 — $2,466,974 — 11,364 443,106 1,320,100 1,146,655 1,002,858 3,924,083
Involuntary Termination for Cause — — — — — — — — — — — — — — —
Involuntary Termination Not for Cause — 11,033 576,000 1,260,191 36,518 583,232 — 2,466,974 — 11,364 443,106 1,320,100 1,146,655 1,002,858 3,924,083
Retirement — 11,033 576,000 1,260,191 36,518 583,232 — 2,466,974 — 11,364 443,106 1,320,100 1,146,655 1,002,858 3,924,083
Death $2,000,000 11,033 450,000 1,157,100 36,518 584,650 — 4,239,301 2,000,000 11,364 463,500 1,302,900 904,781 1,002,858 5,685,403
Change in Control — — — — 36,518 — — 36,518
Termination Upon Change in Control — 11,033 450,000 1,157,100 36,518 584,650 — 2,239,301
Jill A. Jones
Change-in-Control — — — — — 1,002,858 1,002,858
Termination Upon Change-in-Control — 11,364 463,500 1,302,900 904,781 1,002,858 3,685,403
Matthew E. Hamel⁽⁷⁾
Voluntary Termination — — — — — — — — — 8,948 295,404 487,363 846,710 1,480,965 3,119,390
Involuntary Termination for Cause — — — — — — — — — — — — — — —
Involuntary Termination Not for Cause — $10,251 $560,560 $1,054,998 $27,293 $602,504 — $2,255,606 — 8,948 295,404 487,363 846,710 1,480,965 3,119,390
Retirement — 10,251 560,560 1,054,998 27,293 602,504 — 2,255,606 — 8,948 295,404 487,363 846,710 1,480,965 3,119,390
Death $2,000,000 10,251 440,000 989,500 27,293 572,347 — 4,039,391 1,672,000 8,948 309,000 481,013 668,122 1,480,965 4,620,048
Change in Control — — — — 27,293 — — 27,293
Termination Upon Change in Control — 10,251 440,000 989,500 27,293 572,347 — 2,039,391
Lawson E. Whiting
Change-in-Control — — — — — 1,480,965 1,480,965
Termination Upon Change-in-Control — 8,948 309,000 481,013 668,122 1,480,965 2,948,048
Thomas Hinrichs⁽⁷⁾
Voluntary Termination — — — — — — — — — 7,989 343,915 609,026 502,387 392,783 1,856,100
Involuntary Termination for Cause — — — — — — — — — — — — — — —
Involuntary Termination Not for Cause — 8,253 384,000 982,500 16,124 387,604 — 1,778,481 — 7,989 343,915 609,026 502,387 392,783 1,856,100
Retirement — 8,253 384,000 982,500 16,124 387,604 — 1,778,481 — 7,989 343,915 609,026 502,387 392,783 1,856,100
Death $2,536,000 8,253 300,000 912,500 16,124 344,782 — 4,117,659 — 7,989 357,500 602,129 389,925 392,783 1,750,326
Change in Control — — — — 16,124 — — 16,124
Termination Upon Change in Control — 8,253 300,000 912,500 16,124 344,782 — 1,581,659
Change-in-Control — — — — — 392,783 392,783
Termination Upon Change-in-Control — 7,989 357,500 602,129 389,925 392,783 1,750,326

~~2017~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~BROWN-FORMAN~~BROWN-FORMAN    49
49

COMPENSATION TABLES •~~POTENTIAL PAYMENTS UPON TERMINATION OR~~  |  CHANGE IN CONTROL AND TERMINATION UPON CHANGE IN CONTROL

(1) Mr. Varga’s employment with Brown-Forman ended on December 31, 2018 following his retirement.
(2) Death benefit includes amounts provided by Brown-Forman as an insurance benefit (generally available to all salaried employees) and additional amounts elected and paid for by each NEO as optional insurance coverage.
~~(2)~~(3) ~~Prorated~~Pro-rated holiday bonus is provided in the event of involuntary termination not-for-cause, retirement, death/permanent disability, ~~involuntary termination not-for-cause,~~ and termination upon change in control. Holiday bonus is calculated based on a December 1 to November 30 payment cycle.
~~(3)~~(4) ~~Prorated~~Pro-rated short-term cash incentives are provided in the event of ~~retirement,~~ involuntary termination not-for-cause, retirement, death/permanent disability, orand termination upon change in control. In the event of retirement or involuntary termination not-for-cause, awards are based on actual ~~Company~~company performance and are paid at the same time and in the same manner as to active employees. Short-term cash incentives shown for retirement or involuntary termination not-for-cause are performance-adjusted awards paid for fiscal ~~2017.~~2019. In the event of death/permanent disability or termination upon a change in control, awards are paid as soon as practicable after termination at a target level of performance. Short-term cash incentives shown for death/permanent disability or termination upon a change in control are shown at target. Awards shown are not ~~prorated~~pro-rated because termination is assumed to have occurred on the last day of our fiscal year.
~~(4)~~(5) Continued vesting of a ~~prorated~~pro-rated portion of long-term cash incentives and performance-based restricted stock is provided in the event of ~~retirement,~~ involuntary termination not-for-cause, retirement, death/permanent disability, or termination upon a change in control. In the event of retirement or involuntary termination not-for-cause, awards are based on actual ~~Company~~company performance and generally are paid at the same time and in the same manner as to active employees. Values shown for long-term cash incentives in situations of retirement or involuntary termination not-for-cause are based on actual payouts for the performance period that ended in fiscal ~~2017~~2019 and target performance for performance periods ending in ~~future fiscal years.~~the future. Values shown for performance-based restricted stock in instances of retirement or involuntary termination not-for-cause are based on the April 30, ~~2017,~~2019, market value of restricted shares granted in fiscal ~~2015~~2017 and the estimated maximum possible payout of 150% of target for awards granted in fiscal years ~~2016~~2018 and ~~2017, respectively.~~2019. In the event of death/permanent disability or termination upon a change in control, awards are paid as soon as practicable after termination at a target level of performance. Values shown for long-term cash incentives in situations of death/permanent disability or termination upon a change in control are based on target levels of performance. Values shown for performance-based restricted stock in instances of death/permanent disability or termination upon a change in control are based on the April 30, ~~2017,~~2019, market value of restricted shares granted in fiscal ~~2015~~2017 and the estimated possible payout of 100% of target for awards granted in fiscal years ~~2016~~2018 and ~~2017.~~2019. Awards granted in the year of termination are adjusted pro-rata based on the time worked during the fiscal year. ~~Unpaid~~Other outstanding awards ~~granted in prior fiscal years~~ are not reduced. Awards shown are not ~~prorated~~pro-rated because termination is assumed to have occurred on the last day of our fiscal year.
~~(5)~~(6) Continued vesting of a ~~prorated~~pro-rated portion of SSARs is provided in the event of involuntary termination not-for-cause, retirement, or death/permanent ~~disability, or involuntary termination not-for-cause.~~disability. In the event of retirement or involuntary termination not-for-cause, SSARs become vested at the same time and in the same manner as they do for active employees. In the event of retirement, SSARs must be exercised by the sooner of the original expiration date or the end of seven years following the date of retirement. Employees terminated not-for-cause must exercise their SSARs by the sooner of the original expiration date or ~~twelve~~12 months following vesting or, if vested, ~~twelve~~12 months following termination. In the event of ~~death or~~ death/permanent disability, SSARs vest immediately and must be exercised by the sooner of the original expiration date or five years following the date of death or termination due to disability. In the event of a termination following a change in control, SSARs vest immediately and remain exercisable until 30 days following the original scheduled vesting date. Awards granted in the year of termination are adjusted pro-rata based on the time worked during the fiscal year. Awards shown are not ~~prorated~~pro-rated because termination is assumed to have occurred on the last day of our fiscal year. Amounts shown represent the value realized upon vesting or non-forfeitability of nonvested SSARs based upon the difference between the exercise price and the closing price of our Class B common stock on April 30, ~~2017.~~2019.
~~(6)~~(7) As ~~retirement-eligible~~retirement eligible NEOs, ~~each of~~ Ms. Morreau, Mr. McCallum, Mr. Hamel, and Mr. ~~McCallum~~Hinrichs would each be treated as a retiree in the event of a voluntary termination.
~~(7)~~ ~~On July 25, 2013,~~ Additionally, this table does not include Mr. Varga, as he retired as an employee of Brown-Forman on December 31, 2018. In connection with his retirement, Mr. Varga received his 2019 short-term incentive compensation on a ~~one-time special~~pro-rated basis as disclosed in the “Short-Term Cash” column of footnote 5 to the “Fiscal 2019 Summary Compensation Table” on page 41. His outstanding long-term cash incentives and performance-based restricted stock ~~grant of 67,513 Class A shares. During the performance period, dividends accrued and were credited as additional restricted stock,~~awards remain subject to actual company performance and will continue to vest on a pro-rated basis and be paid at the same ~~performance measures as the initial grant. In the event of death or disability this award will vest immediately~~time and be prorated based on the number of months employed during the performance period, with the Committee retaining the discretion to reduce the award. In the event of a voluntary termination, involuntary termination for cause, or involuntary termination for poor performance, the award will be immediately forfeited. In instances of involuntary “no fault” termination or any other termination (with the exception of a change in control) the award will be immediately forfeited, but the Committee retains the discretion to provide a prorated portion of the award based on the number of months Mr. Varga was employed during the performance period. Termination without cause upon a change in control will result in the ~~vesting of~~same manner as active employees. His outstanding SSARs will also continue to vest on a pro-rated basis at the ~~award.~~same time and in the same manner as they do for active employees.

50
~~BROWN-FORMAN2017~~
50BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
~~PROPOSAL 2:~~
~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~
At this year’s Annual Meeting, we will ask stockholders to vote to approve, on an advisory basis, the compensation of our Named Executive Officers, as described in this Proxy Statement. At the 2011 Annual Meeting, stockholders approved a proposal to hold this vote every three years. Although this “say-on-pay” vote is required by federal law, the voting results are not binding on Brown-Forman, our Board of Directors, or the Compensation Committee. However, the Board values our stockholders’ opinions, and the Compensation Committee will consider the outcome of the advisory vote when making future executive compensation decisions.
As described in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, which begins on page 24, we believe in pay for performance and aim to achieve this primarily through our short-term and long-term incentive programs. These programs utilize metrics to compare our performance to that of our peers — a process that we believe ensures objective performance standards, reinforces competitive and innovative thinking, and demonstrates the value provided to our stockholders.
We urge you to read the “Compensation Discussion and Analysis” section and to review all other executive compensation information in this Proxy Statement to learn about our compensation objectives and practices, our fiscal 2017 performance, and how our compensation payouts reflect that performance.
~~The Board recommends that stockholders vote “FOR” the following resolution:~~
“RESOLVED, that the stockholders approve, on a nonbinding advisory basis, the compensation of Brown-Forman’s Named Executive Officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables, and the related narrative, tabular and graphic disclosures.”
~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE~~~~“FOR”~~~~THE APPROVAL OF THE NONBINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.~~
~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~
51

~~PROPOSAL 3:~~
~~ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~
In 2011, stockholders had the opportunity to cast a nonbinding advisory vote on how frequently Brown-Forman should seek a nonbinding advisory vote on executive compensation. This vote, which is required by federal law, asks stockholders to indicate whether they prefer the “say-on-pay” vote to occur every one, two, or three years. In 2011, our stockholders approved, and we implemented, a three-year frequency for advisory votes on executive compensation.Stock Ownership

At the 2017 Annual Meeting, we will again ask stockholders to cast another nonbinding advisory vote on how frequently Brown-Forman should seek an advisory vote on executive compensation, with a choice of every one, two, or three years. The results of this advisory vote are not binding on Brown-Forman, our Board of Directors, or the Compensation Committee. However, the Compensation Committee and the Board will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation. Notwithstanding the Board’s recommendation or the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis (but not less than the law requires) and may vary its practice based on factors such as discussions with stockholders, the adoption of material changes to compensation programs, or changes in the regulatory environment surrounding executive compensation.
The Board of Directors, upon recommendation from the Compensation Committee and the Corporate Governance and Nominating Committee, proposes that future advisory votes on Brown-Forman executive compensation be held every three years for the following primary reasons:
• ~~Our Company’s executive compensation programs are designed to reward sustainable long-term growth and performance.~~
• ~~Our compensation philosophy has been consistently applied, and our compensation programs typically do not change materially from year to year.~~
• A substantial portion of the total compensation we pay our Named Executive Officers is delivered in incentive compensation with one-year and three-year performance periods. A nonbinding advisory vote on executive compensation every three years will give stockholders the ability to properly assess our long-term compensation strategies with the hindsight of three years of performance.
• Stockholders have other mechanisms, such as requirements for stockholder approval of equity-based compensation plans and other compensation-related matters, for providing input on our executive compensation programs in years when the advisory votes would not occur.
• A nonbinding advisory vote on executive compensation every three years will allow sufficient time for the Compensation Committee to evaluate the results of the most recent vote and to implement changes, if necessary, to our executive compensation programs.
~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR~~~~“EVERY THREE YEARS”~~~~AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.~~
52
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

~~STOCK OWNERSHIP~~

BENEFICIAL OWNERS OF MORE THAN 5% OF ~~THE COMPANY’S~~BROWN-FORMAN’S VOTING STOCK
The table below identifies each beneficial owner of more than 5% of our Class A common stock, our only class of voting stock, as of April 30, ~~2017.~~2019. Each of the beneficial owners listed in the table is an entity controlled by Brown family members.

The aggregate number of shares of Class A common stock beneficially owned by the persons in this table is ~~106,682,221~~113,058,963 shares, or ~~63.1%~~66.9% of the ~~169,051,360~~168,999,423 shares of Class A ~~shares~~common stock outstanding as of the close of business on April 30, ~~2017.~~2019. Taking into account ownership of shares of our non-voting Class B common stock, the Brown family controls more than 50% of the economic ownership in Brown-Forman.

Amount and Nature of Beneficial Ownership Voting and Investment Power⁽¹⁾
Name and Address Sole Shared Total Percent of Class
Wolf Pen Branch, LP 88,473,917 — 88,473,917 52.3%
Wolf Pen Branch GP, LLC⁽²⁾
4969 U.S. Highway 42, Suite 2000
Louisville, Kentucky 40222
Avish Agincourt, LLC 18,208,304 — 18,208,304 10.8%
829 West Main Street
Louisville, Kentucky 40202
Amount and Nature of Beneficial Ownership Voting and Investment Power⁽¹⁾
Name and Address Sole Shared Total Percent of Class
Wolf Pen Branch, LP
Wolf Pen Branch GP, LLC⁽²⁾
4969 U.S. Highway 42, Suite 2000
Louisville, Kentucky 40222 94,850,659 — 94,850,659 56.1%
Avish Agincourt, LLC
829 West Main Street
Louisville, Kentucky 40202 18,208,304 — 18,208,304 10.8%
(1) Based upon information furnished to Brown-Forman by the named persons and information contained in filings with the SEC. Under SEC rules, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or as to which the person has the right to acquire beneficial ownership within 60 days (including shares underlying options or stock appreciation rights that are exercisable within 60 days).
(2) Wolf Pen Branch, LP, has sole voting power with respect to the shares reflected in the table and sole investment power with respect to 42,000,000 shares of Class A common stock. Wolf Pen Branch GP, LLC, has voting and investment power with respect to the same shares by virtue of serving as general partner of Wolf Pen Branch, LP.

~~2017~~2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  BROWN-FORMAN
5351

STOCK OWNERSHIP •|  STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of April 30, ~~2017,~~2019, the ~~amount~~number and percentages of shares of our Class A and Class B common stock beneficially owned by each current director, each director nominee, each ~~named executive officer,~~Named Executive Officer, and by all directors and executive officers as a group. Some shares shown below are beneficially owned by more than one person. As of the close of business on April 30, ~~2017,~~2019, there were ~~169,051,360~~168,999,423 shares of Class A common stock and ~~215,034,976~~308,172,788 shares of Class B common stock outstanding. In calculating the aggregate number of shares and percentages owned by all directors and executive officers as a group, which includes shares owned by persons not named in this table, we counted each share only once.

STOCK BENEFICIALLY OWNED BY DIRECTORS AND EXECUTIVE OFFICERS AS OF APRIL 30, ~~2017~~2019

Class A Common Stock⁽²⁾⁽³⁾
Voting or Investment Power Class B Common Stock⁽²⁾⁽³⁾
Investment Power Class A Common Stock⁽²⁾⁽³⁾
Voting or Investment Power Class B Common Stock⁽²⁾⁽³⁾
Investment Power
Name⁽¹⁾ Sole Shared Total % of Class Sole Shared Total % of Class Sole Shared Total % of Class Sole Shared Total % of Class
Patrick Bousquet-Chavanne — — — * 53,332 — 53,332 * — — — * 66,665 — 66,665 *
Campbell P. Brown⁽⁴⁾ 3,917,120 — 3,917,120 2.3 % 1,250,923 ⁽⁵⁾⁽⁶⁾ 72 1,250,995 * 3,917,120 — 3,917,120 2.3% 2,554,484 ⁽⁵⁾⁽⁶⁾ 220,180 2,774,664 *
Geo. Garvin Brown IV⁽⁴⁾ 3,696,227 18,012 3,714,239 2.2 % 1,308,783 ⁽⁶⁾⁽⁷⁾ 5,946 1,314,729 * 3,466,933 18,012 3,484,945 2.1% 2,077,357 ⁽⁷⁾ 11,935 2,089,292 *
Stuart R. Brown 720,620 2,160 722,780 * 281,936 6,858 288,794 * 1,427,350 ⁽⁸⁾ — 1,427,350 * 478,460 ⁽⁹⁾ 9,739 488,199 *
Bruce L. Byrnes — — — * — — — * — — — * — — — *
John D. Cook — — — * 43,504 — 43,504 * — — — * 37,184 — 37,184 *
Marshall B. Farrer⁽⁴⁾ — — — * 26,546 — 26,546 * — — — * 36,808 — 36,808 *
Laura L. Frazier 427,490 — 427,490 * 459,218 — 459,218 * 424,346 — 424,346 * 664,118 — 664,118 *
Kathleen M. Gutmann — — — * — — — * — — — * — — — *
Matthew E. Hamel 25,543 — 25,543 * 447,901 ⁽⁶⁾ — 447,901 *
Thomas Hinrichs 1,452 — 1,452 * 85,672 — 85,672 *
Augusta Brown Holland⁽⁴⁾ 1,290,556 487,317 1,777,873 1.1 % 251,924 115,210 ⁽⁸⁾ 367,134 * 1,183,964 5,559 1,189,523 * 562,676 ⁽¹⁰⁾ 8,566 ⁽¹¹⁾ 571,242 *
Jill A. Jones 48,280 — 48,280 * 99,275 ⁽⁶⁾ 185 99,460 *
Mark I. McCallum 44,564 — 44,564 * 253,800 54 253,854 * 50,731 — 50,731 * 290,491 — 290,491 *
Jane C. Morreau 21,387 — 21,387 * 150,550 — 150,550 * 28,567 — 28,567 * 224,994 — 224,994 *
Michael J. Roney — — — * — — — * — — — * — — — *
Tracy L. Skeans — — — * — — — *
Michael A. Todman — — — * — — — * — — — * — — — *
Paul C. Varga 487,859 — 487,859 * 825,126 — 825,126 * 449,312 — 449,312 * 1,459,728 — 1,459,728 *
Lawson E. Whiting 1,989 — 1,989 * 61,936 — 61,936 * 5,797 — 5,797 * 129,274 — 129,274 *
All Directors and ExecutiveOfficers as a Group(24 persons,including those named above)⁽⁹⁾ 10,691,219 507,489 11,198,708 ⁽¹⁰⁾ 6.7 % 5,571,701 128,325 5,700,026 ⁽¹¹⁾ 2.7 %
All Directors and Executive Officers as a Group(24 persons, including those named above)⁽¹²⁾ 10,994,582 23,571 11,018,153 ⁽¹³⁾ 6.5% 9,440,781 250,420 9,691,201 ⁽¹⁴⁾ 3.1%
* Represents less than 1% of the class.
(1) The address for each person named in the table is 850 Dixie Highway, Louisville, Kentucky 40210.
(2) Based upon ~~Company~~company information, information furnished to ~~the Company~~Brown-Forman by the named persons, and information contained in filings with the SEC. Under SEC rules, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or as to which the person has the right to acquire beneficial ownership within 60 days (including shares underlying options or stock appreciation rights that are exercisable within 60 days).

5452
BROWN-FORMAN  ~~2017~~2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

STOCK OWNERSHIP •|  DELINQUENT SECTION ~~16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~16(a) REPORTS

(3) Includes the following Class B SSARs that are currently exercisable or that will become exercisable on or before June 29, ~~2017~~2019 (60 days after April 30, ~~2017)~~2019). Class A and B ~~deferred stock units,~~DSUs, which vest over the course of the Board Year and are paid out following a six-month waiting period (as defined under “Director Compensation” beginning on page 21), are not included in the main table. Performance-based restricted stock units were issued as shares of Class A and Class B common stock on June 3, 2019 as reflected below, ~~was issued on June 1, 2017,~~ and also isare not included in the main table.
Class A Class B
Name Restricted Stock Deferred Stock Units SSARs Deferred Stock Units
Patrick Bousquet-Chavanne — 15,773 — 10,526
Campbell P. Brown — — 7,436 —
Geo. Garvin Brown IV — 12,485 12,512 —
Bruce L. Byrnes — 9,747 — 6,831
John D. Cook — 15,773 43,504 10,526
Marshall B. Farrer — — 24,420 —
Laura L. Frazier — — — —
Augusta Brown Holland — 3,424 — —
Jill A. Jones 2,668 — 62,182 —
Mark I. McCallum 3,059 — 243,086 —
Jane C. Morreau 3,094 — 144,414 —
Michael J. Roney — 11,909 — —
Michael A. Todman — 8,259 — —
Paul C. Varga 15,920 — 623,260 —
Lawson E. Whiting 1,351 — 61,936 —
Class A          Class B
Name Restricted
Stock Deferred
Stock Units Restricted
Stock   SSARs Deferred
Stock Units
Patrick Bousquet-Chavanne — 20,926 — — 18,442
Campbell P. Brown — — — 12,355 —
Geo. Garvin Brown IV — 25,105 — — 4,817
Stuart R. Brown — 1,071 — — —
Bruce L. Byrnes — 14,626 — — 12,042
John D. Cook — 20,178 — 12,188 18,790
Marshall B. Farrer — — 742 26,981 —
Kathleen M. Gutmann — 4,868 — — 681
Matthew E. Hamel 4,739 — 1,184 353,114 —
Thomas Hinrichs 2,514 — 629 79,304 —
Augusta Brown Holland — 8,014 — — 1,467
Mark I. McCallum 6,417 — 1,603 264,417 —
Jane C. Morreau 8,865 — 2,215 209,554 —
Michael J. Roney — 18,282 — — 4,032
Tracy L. Skeans — 4,727 — — —
Michael A. Todman — 13,070 — — 2,730
Paul C. Varga 39,396 — 9,837 1,020,151 —
Lawson E. Whiting 4,852 — 1,212 127,825 —
(4) Campbell P. Brown, Geo. Garvin Brown IV, Marshall B. Farrer, and Augusta Brown Holland ~~each~~do not hold no voting power over any shares of Class A common stock. Each holds sole or shared investment power over the shares of Class A ~~shares~~common stock presented in the table.
(5) Includes ~~120,000~~150,000 shares of Class B common stock pledged as security.
(6) Includes Class B common stock held in the 401(k) plan as of the close of business on April 30, ~~2016,~~2019, as follows: Campbell P. Brown, ~~16,161~~21,918 shares; ~~Geo. Garvin Brown IV, 26,263 shares; Jill A. Jones, 11,611~~Matthew E. Hamel, 16,463 shares.
(7) Includes ~~880,892~~991,114 shares of Class B common stock pledged as security.
(8) Includes ~~4,712~~414,734 shares of Class A common stock pledged as security.
(9) Includes 103,840 shares of Class B common stock pledged as security.
~~(9)~~(10) Includes 66,250 shares of Class B common stock pledged as security.
(11) Includes 5,890 shares of Class B common stock pledged as security.
(12) “All Directors and Executive Officers as a Group” includes 24 individuals, including those directors and officers named in the table. In calculating the aggregate number of shares and percentages owned by all directors and executive officers as a group, each share is counted only once.
~~(10)~~(13) Directors and executive officers as a group hold ~~77,370~~130,867 Class A ~~deferred stock units,~~DSUs, which are not included in the main table.
~~(11)~~(14) Includes ~~1,687,388~~2,357,284 Class B SSARs held by all directors and executive officers as a group that are exercisable on or before June 29, ~~2017~~2019 (60 days after April 30, ~~2017)~~2019). Directors and executive officers as a group hold ~~27,882~~63,001 Class B ~~deferred stock units,~~DSUs, which are not included in the main table.

DELINQUENT SECTION ~~16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, ~~(Securities Exchange Act)~~as amended, requires our executive officers, directors, and “beneficial owners” of more than 10% of our Class A common stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports and written representations from the reporting persons, we believe that during fiscal ~~2017,~~2019, all transactions were reported on a timely basis except for ~~the following late filings:~~ one ~~holding omitted from Form 3 by Ralph de Chabert; two holdings omitted from Form 3 by Lisa Steiner;~~ Form 4 by ~~Jill A. Jones~~Laura L. Frazier reporting ~~one transaction; Form 4~~gift transactions by ~~Campbell P. Brown reporting~~ two ~~transactions; and Form 4 by Stuart R. Brown reporting one transaction.~~family trusts from a prior fiscal year.

~~2017~~2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  BROWN-FORMAN
5553

Pay Ratio Disclosure
CEO PAY RATIO
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to disclose the ratio between the annual total compensation of our CEO and the annual total compensation of our “median employee.”
In fiscal 2019, the annual total compensation for our CEO, Mr. Whiting, was $3,695,893, as disclosed in the Fiscal 2019 Summary Compensation Table on page 40. In order to determine the annual total compensation of our median employee, Brown-Forman utilized the following approach:
• Identified our global employee population as of February 1, 2019.
• Compared payroll data of our global employee population using a consistently applied compensation measure of base salary (including overtime) and holiday bonus paid to our employees during the most recent tax year of January 1, 2018, to December 31, 2018.
• Used the consistently applied compensation measure to identify the median employee.
• Calculated the annual total compensation of our median employee in the same manner used to determine our CEO’s total compensation as disclosed in the fiscal 2019 Summary Compensation Table.
In identifying our median employee, we did not utilize material estimates, statistical sampling, or assumptions. Following the above methodology, our median employee for fiscal 2019 received an annual total compensation of $58,714. Consequently, the ratio of the annual total compensation for our CEO to the annual total compensation for our median employee in fiscal 2019 was 63-to-1.
Brown-Forman believes it is important to follow SEC rules to ensure full compliance. However, given the impact of company performance on CEO pay, combined with employee demographics, varying competitive pay practices, and SEC rules that provide wide flexibility on how a company may calculate its pay ratio, we believe it is important to note that our reported ratio may not have been calculated in the same manner as the ratios disclosed by other companies. As a result, these ratios may not be a useful basis for comparison. Additional details on our compensation philosophy, objectives, and the decisions of our Compensation Committee may be found in our “Compensation Discussion and Analysis” beginning on page 24.
54 BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~AUDIT MATTERS~~
Audit Matters

This section contains a report of the Audit Committee of the Board of Directors. It also explains the role of the Audit Committee and sets forth the fees paid to our independent registered public accounting firm.

REPORT OF AUDIT COMMITTEE
The Audit Committee is responsible for overseeing the integrity of the Company’s financial statements on behalf of the Board. Management is responsible for establishing and maintaining the Company’s internal controls, for preparing the financial statements, and for the public financial reporting process. The Company’s internal audit function is responsible for preparing and executing an annual internal audit plan under the supervision of the Director of Internal Audit, who is accountable to the Audit Committee. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and for issuing a report on its audit. The independent registered public accounting firm also reports on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee reviews the work of management in respect of these matters and has direct responsibility for retaining, compensating, and overseeing the independent registered public accounting firm on behalf of the Board.

On behalf of the Board, the Audit Committee retained PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm to audit the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting for fiscal ~~2017.~~2019. The Audit Committee reviewed and discussed with management and PwC the audited financial statements as of and for the fiscal year ended April 30, ~~2017.~~2019. In addition, the Audit Committee reviewed and discussed, with management, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and, with PwC, PwC’s evaluation of the Company’s system of internal controls. These discussions included meetings with PwC without representatives of management present, and executive sessions with the Director of Internal Audit.

The Audit Committee discussed with PwC matters required to be discussed by ~~Auditing Standard No. 1031, as adopted by~~ the ~~PCAOB.~~applicable PCAOB rules. PwC provided the Audit Committee with the written disclosures and the letter required by the PCAOB for independent auditor communications with audit committees concerning independence, and the Audit Committee discussed with PwC the firm’s independence and ability to conduct the audit. The Audit Committee has determined that PwC’s provision of audit and non-audit services to the Company is compatible with maintaining auditor independence.

Based on the foregoing, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2017.~~
~~AUDIT COMMITTEE~~
~~Michael A. Todman, Chair~~
~~Bruce L. Byrnes~~
~~John D. Cook~~2019.

56 AUDIT COMMITTEE
~~BROWN-FORMAN~~Michael A. Todman, Chair
~~2017~~Bruce L. Byrnes
Kathleen M. Gutmann
Tracy L. Skeans
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
BROWN-FORMAN 55

~~AUDIT MATTERS •~~Audit Matters~~AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES~~  |  Fees Paid to Independent Registered Public Accounting Firm

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table presents the fees Brown-Forman incurred for the professional services provided by PwC for fiscal years ~~2016~~2018 and ~~2017.~~2019. All such fees were pre-approved by the Audit Committee in accordance with the policy described below.

Fiscal Years Fiscal Years
2016 2017 2018 2019
Audit Fees $1,597,000 $2,241,000 $ 2,417,000 $ 2,468,000
Audit-Related Fees 210,000 163,000 230,000 60,000
Tax Fees 385,000 637,000 613,000 564,000
All Other Fees 6,000 3,000 3,000 24,000
Total $2,198,000 $3,044,000 $ 3,263,000 $ 3,116,000

Audit Fees
This category consists of the audit of Brown-Forman’s annual financial statements included in the Annual Report on Form 10-K, attestation services relating to the report on internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, review of interim financial statements included in quarterly reports on Form 10-Q, services normally provided in connection with statutory and regulatory filings or engagements, and statutory audits required by foreign jurisdictions.

Audit-Related Fees
This category consists ~~principally~~ of fees related to the audits of employee benefit ~~plans. For fiscal 2017, this category also included fees~~plans as well as for assurance and related services that are reasonably related to the audit or review of Brown-Forman’s financial statements but are not included in the Audit Fees ~~category.~~category, such as assistance with interpretation of accounting standards.

Tax Fees
This category consists principally of fees related to tax compliance, planning and transfer pricing services.

All Other Fees
This category consists of fees for anall other non-audit services not included in the above categories, including accounting research ~~subscription.~~subscriptions.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
It is the policy of the Audit Committee to pre-approve all audit services and permitted non-audit services (including an estimate of the fees or a range of fees) to be performed for Brown-Forman by its independent registered public accounting firm, subject to thede minimisexception for non-audit services described in the Securities Exchange ~~Act.~~Act of 1934. The Audit Committee pre-approved the fiscal ~~2017~~2019 audit and non-audit services provided by PwC. The non-audit services approved by the Audit Committee also were ~~also~~ reviewed to ensure compatibility with maintaining PwC’s independence. The Audit Committee has delegated to its Chair the authority to pre-approve proposed audit and non-audit services that arise between meetings, with the understanding that any such decision will be reviewed at the next scheduled Audit Committee meeting. During the approval process, the Audit Committee considers the potential impact of the type of service on the independence of the registered public accounting firm. Services and fees must be deemed compatible with the maintenance of the registered public accounting firm’s independence, including compliance with SEC rules and regulations. The Audit Committee may not delegate to management the Audit Committee’s responsibility to pre-approve permitted services of our independent registered public accounting firm. Throughout the year, the Audit Committee reviews any revisions to the estimates of fees initially approved.

The Audit Committee has adopted other policies in an effort to help ensure the independence of our independent registered public accounting firm. The Audit Committee must pre-approve PwC’s rendering of personal financial and tax advice to any of Brown-Forman’s designated executive officers. In addition, the Audit Committee has a policy that limits Brown-Forman’s ability to hire certain current and former employees of our independent registered public accounting firm.

~~2017~~
56BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~BROWN-FORMAN~~
57

~~AUDIT MATTERS •~~Audit Matters  ~~APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~|  Appointment of Independent Registered Public Accounting Firm

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed PwC to serve as our independent registered public accounting firm for the fiscal year ending April 30, ~~2018.~~2020. Through its predecessor Coopers & Lybrand L.L.P., PwC has served as Brown-Forman’s auditor continuously since 1933. A representative of PwC will attend the Annual Meeting, will have an opportunity to make a statement, and will be available to respond to appropriate questions. We know of no direct or material indirect financial interest that PwC has in Brown-Forman or any of our subsidiaries, or of any connection between Brown-Forman or any of our subsidiaries with PwC in the capacity of promoter, underwriter, voting trustee, director, officer, or employee.

58
~~BROWN-FORMAN2017~~
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN57

~~OTHER INFORMATION~~

Other Information

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Transactions
Rules and policies.SEC regulations require disclosure of certain transactions between Brown-Forman and a “related person.” For purposes of these regulations, a “related person” generally includes any individual who was a director or executive officer at any time during the last fiscal year, a director nominee, a beneficial owner of more than 5% of our voting securities, and any immediate family member of any such person. To ascertain information regarding related person transactions, Brown-Forman has asked each director, director nominee, executive officer, and more than 5% beneficial owner to disclose any ~~Company~~company transaction with a related person since May 1, ~~2016,~~2018, or any such proposed transaction. ~~The~~In accordance with our Related Person Transactions Policy, the Audit Committee is responsible for reviewing, and if appropriate, approving or ratifying related person transactions. The Audit Committee reviewed and approved ~~all such~~the transactions described below for fiscal ~~2017.~~2019.

Employment of related persons.As a ~~family-controlled~~family controlled company, we employ individuals who are considered “related persons” under SEC regulations. As of April 30, ~~2017,~~2019, we employed ~~four~~two individuals — Campbell P. Brown ~~Christopher L. Brown, Suzanne Brown Siegel,~~ and Marshall B. Farrer — who are ~~immediate family members~~directors of ~~executive officers, directors, or more than 5% beneficial owners, or who are directors or more than 5% beneficial owners in their own right.~~the company. Each of these employees is compensated in a manner consistent with our employment and compensation policies applicable to all ~~employees, and the~~employees. The aggregate amount of compensation paid to each of these employees during fiscal ~~2017~~2019 was: Campbell P. Brown ~~$480,803; Christopher L. Brown $179,965; Suzanne Brown Siegel $142,717;~~$560,875 and Marshall B. Farrer ~~$490,239.~~$491,791.

Other transactions.Laura Lee Brown is a member of the Brown family and was a 5% beneficial owner of Brown-Forman’s voting stock for part of fiscal 2017. Ms. Brown, together with her spouse, Steve Wilson, owns a parking garage next to our offices in downtown Louisville. We lease, at market rates, a number of parking spaces in this garage, and pay additional amounts for validations of parking for customers and visitors. For fiscal 2017, our expense under this arrangement was $209,710. In addition, Ms. Brown and Mr. Wilson are owners of the 21c Museum Hotel and Proof on Main restaurant (21c and Proof). During fiscal 2017, Brown-Forman rented hotel rooms and conference rooms and provided meals and entertainment at 21c and Proof, at market rates, to various company guests. The amount paid in fiscal 2017 for these expenses was $256,157.None.

Compensation Committee Interlocks and Insider Participation
~~None of the members~~
No member of the Compensation Committee is or has been an officer or employee of Brown-Forman, and no executive officer of Brown-Forman has served on the compensation committee or board of any company that employed any member of our Compensation Committee or Board of Directors either during fiscal ~~2017~~year 2019 or as of the date of this Proxy Statement.

Other Proposed Action at the Meeting
As of June ~~27, 2017,~~25, 2019, we know of no additional business that will come before the meeting. If any other matters are properly presented for voting at the Annual Meeting, the proxies will be voted on those matters as the Board may recommend, or, in the absence of a recommendation, in accordance with the judgment of the proxy holders.

~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~
59

~~OTHER INFORMATION •~~~~STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING~~
STOCKHOLDER PROPOSALS FOR THE ~~2018~~2020 ANNUAL MEETING
To be considered for inclusion in the Proxy Statement for the ~~2018~~2020 Annual Meeting of Stockholders, stockholder proposals must be sent to 850 Dixie Highway, Louisville, Kentucky 40210, no later than February ~~27, 2018.~~26, 2020. Proposals should be sent to the attention of Matthew E. Hamel, our Secretary, and must comply with SEC requirements related to the inclusion of stockholder proposals in company-sponsored proxy materials. Any notice of a proposal submitted outside the process of Rule 14a-8 of the Securities Exchange Act ~~Rule 14a-8,~~of 1934, as amended, that a stockholder intends to bring at our ~~2018~~2020 Annual Meeting of Stockholders should be ~~submitted by May 13, 2018,~~sent to the attention of Matthew E. Hamel, our Secretary, at the address above between March 27, 2020, and April 26, 2020, and the proxies solicited by us for ~~next year’s~~our 2020 Annual Meeting of Stockholders will confer discretionary authority to vote on any such matters without a description of them in the Proxy Statement for that Annual Meeting.

By Order of the Board of Directors
MATTHEW E. HAMEL
Secretary



Louisville, Kentucky
June ~~27, 2017~~25, 2019

58BROWN-FORMAN  2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
60
~~BROWN-FORMAN2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~
Appendix A
NON-GAAP FINANCIAL MEASURES
We use some financial measures in this Proxy Statement that are not measures of financial performance under U.S. generally accepted accounting principles (GAAP). These non-GAAP measures, defined below, should be viewed as supplements to (not substitutes for) our results of operations and other measures reported under GAAP. Other companies may not define or calculate these non-GAAP measures in the same way.
“Underlying change” in measures of statements of operations.We present changes in certain measures, or line items, of the statements of operations that are adjusted to an “underlying” basis. We use “underlying change” for underlying operating income. To calculate underlying operating income, we adjust, as applicable, for (a) acquisitions and divestitures, (b) foreign exchange, (c) estimated net changes in distributor inventories, and (d) the establishment of our charitable foundation. We explain these adjustments below.
• “Acquisitions and divestitures.”This adjustment removes (a) any non-recurring effects related to our acquisitions and divestitures (e.g., transaction gains or losses, transaction costs, and integration costs), and (b) the effects of operating activity related to acquired and divested brands for periods not comparable year over year (non-comparable periods). By excluding non-comparable periods, we therefore include the effects of acquired and divested brands only to the extent that results are comparable year over year.
In fiscal 2016, we sold our Southern Comfort and Tuaca brands and related assets to Sazerac Company, Inc. and entered into a related transition services agreement (TSA). During fiscal 2017, we completed our obligations under the TSA. This adjustment removes the net sales, cost of sales, and operating expenses recognized in fiscal 2017 pursuant to the TSA related to contract bottling services and distribution services in certain markets.
On June 1, 2016, we acquired The BenRiach Distillery Company Limited (BenRiach). This adjustment removes (a) transaction and integration costs related to the acquisition and (b) operating activity for the acquired business for the non-comparable period. With respect to comparisons of fiscal 2017 to fiscal 2016, the non-comparable period comprised all months; with respect to comparisons of fiscal 2018 to fiscal 2017, the non-comparable period is the month of May.
• “Foreign exchange.”We calculate the percentage change in certain line items of the statements of operations in accordance with GAAP and adjust to exclude the cost or benefit of currency fluctuations. Adjusting for foreign exchange allows us to understand our business on a constant-dollar basis, as fluctuations in exchange rates can distort the underlying trend both positively and negatively. (In this Proxy Statement, “dollar” always means the U.S. dollar unless stated otherwise.) To eliminate the effect of foreign exchange fluctuations when comparing across periods, we translate current-year results at prior-year rates and remove transactional and hedging foreign exchange gains and losses from current- and prior-year periods.
• “Estimated net changes in distributor inventories.”This adjustment refers to the estimated net effect of changes in distributor inventories on changes in certain line items of the statements of operations. For each period compared, we use volume information from our distributors to estimate the effect of distributor inventory changes in certain line items of the statements of operations. We believe that this adjustment reduces the effect of varying levels of distributor inventories on changes in certain line items of the statements of operations and allows us to understand better our underlying results and trends.
• “Foundation.”In fiscal 2018, we established the Brown-Forman Foundation (the Foundation) with an initial $70 million contribution to support the Company’s charitable giving program in the communities where our employees live and work. This adjustment removes the initial $70 million contribution to the Foundation from our underlying SG&A expenses and underlying operating income to present our underlying results on a comparable basis.
We use the non-GAAP measures “underlying change” to: (a) understand our performance from period to period on a consistent basis; (b) compare our performance to that of our competitors; (c) calculate components of management incentive compensation; (d) plan and forecast; and (e) communicate our financial performance to the board of directors, stockholders, and investment analysts. We provide reconciliations of the “underlying change” in operating income (non-GAAP) to the change in reported operating income (GAAP) in the following table.
2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN    59
APPENDIX A  |  RECONCILIATION OF NON-GAAP UNDERLYING CHANGES
RECONCILIATION OF NON-GAAP UNDERLYING CHANGES
In fiscal 2019, we retrospectively adjusted our prior year statements of operations in our Form 10-K to reflect the impact from the adoption of the Accounting Standards Update 2017-07 (related to pension), and other reclassified expenses related to certain marketing research and promotional agency costs. The impact of these changes, which had no effect on net income, was not material. These retrospective adjustments did impact our reported and underlying operating income growth rates for fiscal years 2015 and 2018. However, the long-term incentive compensation related to those fiscal years was not retrospectively adjusted. Below, we reconcile our reported operating income (GAAP) to our underlying operating income (non-GAAP) as presented in the year filed. We note the change in our reported and underlying growth rates related to these retrospective adjustments for fiscal years 2015 and 2018 below the chart.
RECONCILIATION OF UNDERLYING OPERATING INCOME GROWTH TO GAAP OPERATING INCOME GROWTH
Percentage change versus prior fiscal year
2015⁽¹⁾ 2016 2017 2018⁽²⁾ 2019
Change in reported operating income (GAAP) 6% 49% -35% 5% 9%
Acquisitions and divestitures — -46% 35% — —
Foundation — — — 7% -7%
Foreign exchange 6% 4% 4% -2% 3%
Estimated net change in distributor inventories -3% 1% 3% -2% —
Change in underlying operating income (non-GAAP) 9% 8% 7% 8% 5%
(1) Our retrospectively adjusted fiscal 2015 reported operating income grew 5% and underlying operating income grew 8%. There was no change to the reconciling items noted above.
(2) Our retrospectively adjusted fiscal 2018 reported operating income grew 4% and underlying operating income grew 6%. There was no change to the reconciling items noted above.
OTHER METRICS
“Return on average invested capital.”This measure refers to the sum of net income and after-tax interest expense, divided by average invested capital. Average invested capital equals assets less liabilities, excluding interest-bearing debt, and is calculated using the average of the most recent 13 month-end balances. After-tax interest expense equals interest expense multiplied by one minus our effective tax rate. We use this non-GAAP measure because we consider return on average invested capital to be a meaningful indicator of how effectively and efficiently we invest capital in our business.
60BROWN-FORMAN2019 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~WE ENRICH THE EXPERIENCE~~
~~OF LIFE BY RESPONSIBLY~~
~~BUILDING BEVERAGE~~
~~ALCOHOL BRANDS, IN OUR~~
~~OWN WAY, THAT THRIVE AND~~
~~ENDURE FOR GENERATIONS.~~
Our Priorities
When we look holistically across the landscape of social, environmental, and economic issues to evaluate where we should focus our resources, we have identified four major priorities:

~~OUR STORY:~~
~~BUILDING FOREVER~~
–
EVERYTHING WE DO TODAY DETERMINES WHO
AND WHERE WE WILL BE TOMORROW.
As this next generation begins, so does our 150th year. We look forward to celebrating our past, in part by doing what we have always done: making the most of our future.

BROWN-FORMAN CORPORATION
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735

VOTE BY INTERNET -www.proxyvote.com
~~Electronic Voting Instructions~~
~~Available~~Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time, on Wednesday, July 24, ~~hours a day, 7 days a week!~~
~~Instead of mailing~~2019. Have your proxy card in hand when you ~~may choose one~~access the web site and enter the control number found on the right-hand side of this card to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
As a responsible corporate citizen, Brown-Forman is committed to environmental stewardship and sustainability. If you would like to assist with Brown-Forman’s sustainability efforts, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the ~~voting methods outlined below~~Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your ~~proxy.~~
~~YOUR 15-DIGIT VALIDATION NUMBER IS PROVIDED IN THE CIRCLE BELOW.~~
~~Proxies submitted online or by telephone must be received by 1:00 a.m.,~~voting instructions up until 11:59 P.M. Eastern Daylight Time, on ~~Thursday,~~Wednesday, July ~~27, 2017.~~24, 2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Brown-Forman, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E81344-P27043 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~Vote online~~
~~• Go to~~~~www.investorvote.com/BFB~~
~~• Or scan the QR code with your smartphone~~
~~• Follow the steps outlined on the secure website~~DETACH AND RETURN THIS PORTION ONLY

BROWN-FORMAN CORPORATION ~~Vote by telephone~~
• ~~Call toll free 1-800-652-VOTE (8683) within the USA,~~
~~US territories & Canada on a touch tone telephone (Stockholders based outside of the United States, its territories, and Canada must cast their votes online or by mail.)~~
~~Using a~~~~black ink~~ ~~pen, mark your votes with an~~X~~as shown in this example. Please do not write outside the designated areas.~~ x • ~~There is~~~~NO CHARGE~~ ~~to you for the call~~
• ~~Follow the instructions provided by the recorded message~~
~~Annual Meeting Proxy Card~~
6 ~~IF YOU HAVE NOT VOTED ONLINE~~OR ~~BY TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~6
You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the recommendation of the Board of Directors. The Proxies cannot vote your shares unless you vote either online or by telephone or sign and return this card.
~~Proposals —~~ ~~The Board of Directors recommends a voteFOR~~ ~~the election of all the nominees listed,FOR~~ ~~Proposal 2, and for “EVERY THREE YEARS” on Proposal 3.~~
1. ~~Election of Directors:~~ ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~
~~01 - Patrick Bousquet- Chavanne~~ o o o ~~02 - Campbell P. Brown~~ o o o ~~03 - Geo. Garvin Brown IV~~ o o o
~~04 - Stuart R. Brown~~ o o o ~~05 - Bruce L. Byrnes~~ o o o ~~06 - John D. Cook~~ o o o
~~07 - Marshall B. Farrer~~ o o o ~~08 - Laura L. Frazier~~ o o o ~~09 - Kathleen M. Gutmann~~ o o o
~~10 - Augusta Brown Holland~~ o o o ~~11 - Michael J. Roney~~ o o o ~~12 - Michael A. Todman~~ o o o
~~13 - Paul C. Varga~~ o o o
For Against Abstain 1 Year 2 Years 3 Years Abstain
2. Nonbinding advisory vote to approve our executive compensation o o o 3. Nonbinding advisory vote on the frequency of future advisory votes on executive compensation o o o o
~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~
Please sign exactly as your name(s) appear on this card. When signing as attorney, executor, administrator, trustee, or guardian, please give your full title. If a corporation, please have an authorized person sign in full corporate name. If a partnership, please have an authorized person sign in partnership name.
~~Date (mm/dd/yyyy) — Please print date below.~~ ~~Signature 1 — Please keep signature within the box.~~ ~~Signature 2 — Please keep signature within the box.~~
~~/      /~~
~~IF VOTING BY MAIL, YOUMUST~~ ~~COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.~~
~~C 1234567890~~
~~1 U P X~~ ~~J N T~~
~~3 3 6 8 8 8 1~~
MR
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A ~~SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE~~
~~140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND~~
~~MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND~~
~~MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND~~
VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE.
1. ELECTION OF DIRECTORS
Nominees: For Against Abstain For Against Abstain
1a. Patrick Bousquet-Chavanne o o o 1h. Laura L. Frazier o o o
1b. Campbell P. Brown o o o 1i. Kathleen M. Gutmann o o o
1c. Geo. Garvin Brown IV o o o 1j. Augusta Brown Holland o o o
1d. Stuart R. Brown o o o 1k. Michael J. Roney o o o
1e. Bruce L. Byrnes o o o 1l. Tracy L. Skeans o o o
1f. John D. Cook o o o 1m. Michael A. Todman o o o
1g. Marshall B. Farrer o o o 1n. Lawson E. Whiting o o o
For address changes and/or comments, please check this box and write them on the back where indicated. o
The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder(s).If no direction is made, this proxy will be voted “FOR” each of the nominees for director. If any other business properly comes before the Annual Meeting, the persons named in this proxy will vote in their discretion.
Please sign your name(s) exactly as it/they appear(s) hereon. When signing as attorney, executor, administrator, trustee, or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by a duly authorized officer.
~~02MLUE~~
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~YOUR VOTE IS IMPORTANT.~~
~~If you do not vote online or by telephone, please sign and date this proxy card~~
~~and return it promptly in~~Important Notice Regarding the ~~enclosed postage-paid envelope so your~~
~~shares may be represented at the Annual Meeting.~~
~~The~~Availability of Proxy Materials ~~are available for review at:~~
~~www.brown-forman.com/investors/annual-report/~~
6 ~~IF YOU HAVE NOT VOTED ONLINE~~OR ~~BY TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~6
~~PROXY – BROWN-FORMAN CORPORATION~~
~~This proxy is solicited on behalf of the Board of Directors~~ for the Annual ~~Meeting of Stockholders on July 27, 2017.~~
Meeting:
The undersigned hereby appoints Geo. Garvin Brown IV, Paul C. Varga, and Matthew E. Hamel, and each of them, proxies, with power of substitution, to vote all of the shares of Class A Common Stock of Brown-Forman Corporation (the “Company”) standing of record in the name of the undersigned at the close of business on June 19, 2017, at the Annual Meeting of Stockholders of the Company to be held on July 27, 2017, and at any adjournment or postponement thereof. The undersigned acknowledges receipt of the Notice of Annual Meeting, ~~and accompanying~~ Proxy Statement, and ~~revokes any proxy heretofore given with respect~~Annual Report to ~~such meeting. The votes entitled to be cast by the undersigned will be cast as instructed.~~Stockholders are available
at www.proxyvote.com.

~~This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.~~If no direction is given, this proxy will be voted “FOR” each of the nominees for director on Proposal 1, “FOR” Proposal 2, and for “EVERY THREE YEARS” on Proposal 3. The votes entitled to be cast by the undersigned will be cast at the direction of the named proxy holders upon any other matter that may properly come before the meeting and any adjournment or postponement thereof.
~~If you vote online or by telephone, please do not send your proxy by mail.~~
~~IMPORTANT – THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.~~
E81345-P27043
~~Non-Voting Items~~
~~Change of Address~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JULY 25, 2019. ~~— Please print new address below.~~

The undersigned hereby appoint(s) Geo. Garvin Brown IV, Lawson E. Whiting, and Matthew E. Hamel, and each of them, as proxies, with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock of Brown-Forman Corporation that the undersigned is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:30 A.M. Eastern Daylight Time on Thursday, July 25, 2019, at the Brown-Forman Conference Center in Louisville, Kentucky, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AT THE DIRECTION OF THE NAMED PROXY HOLDERS UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
~~IF VOTING BY MAIL, YOUMUST~~ ~~COMPLETE SECTIONS A - C~~
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
CONTINUED AND TO BE SIGNED ON ~~BOTH SIDES OF THIS CARD.~~REVERSE SIDE

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DATE:	Thursday, July ~~27, 2017~~25, 2019

TIME:	9:30 A.M.(Eastern Daylight Time)

LOCATION:	Brown-Forman Conference Center
	850 Dixie Highway
	Louisville, Kentucky 40210

~~Date:~~	DATE:Thursday, July ~~27, 2017~~25, 2019	~~Location:~~LOCATION:	Brown-Forman Conference Center
			850 Dixie Highway
~~Time:~~	TIME:9:30 A.M.(Eastern Daylight Time)		Louisville, Kentucky 40210

Proposal		Our Board’s voting recommendation		Where to find details
Election of 13fourteen directors	FOR all nominees		Pages 16–20
~~Advisory vote to approve our executive compensation~~	~~FOR the proposal~~		~~Page 51~~
~~Advisory vote on the frequency of future advisory votes on executive compensation~~	~~For EVERY THREE YEARS as the frequency offuture advisory votes on executive compensation~~		~~Page 52~~

•	To elect the ~~thirteen~~fourteen directors named in this Proxy Statement;
•	~~To vote, on a nonbinding advisory basis, to approve our executive compensation;~~
•	~~To vote, on a nonbinding advisory basis, on the frequency of future advisory votes on executive compensation;~~ and
•	To transact any other business that may properly come before the ~~meeting.~~Annual Meeting or any adjournment or postponement thereof.

•	Before the meeting:Please register on or before July ~~25, 2017,~~23, 2019. You may register online atasm.b-f.comor by contacting ~~Linda Gering,~~Steve Cassin, our ~~Stockholder Services~~Investor Relations Manager, by telephone at (502) ~~774-7690 or Linda_Gering@b-f.com.~~774-7658.
•	When you arrive:Brown-Forman representatives will direct you to the ~~Forester Center garden area,~~Administration Building, where you can check in at the registration table beginning at 8:30 A.M. (Eastern Daylight Time). ~~In case of inclement weather, registration will take place inside the Forester Center Annex.~~
•	What to bring:Everyone attending the meeting should bring a photo ID. If your shares are registered in the name of a bank, broker, or other holder of record, please also bring documentation of your stock ownership (such as a brokerage statement) as of June ~~19, 2017.~~17, 2019.

	Letter To Stockholders

	Notice of Annual Meeting of Stockholders

2	Proxy Summary

4	Annual Meeting Information

7	Corporate Governance
7	Our Board of Directors
7	Selection of Directors
8	Board Composition
10	Leadership Structure
11	Board Guidelines and Procedures
14	Best Practices
15	Our Controlling Family Stockholders

16	Election of Directors

21	Director Compensation

24	Compensation Discussion and Analysis
24	Executive Summary
26	Overview of Our Compensation Program
27	The Role of Our Compensation Committee
28	Target Compensation
29	Awards and Payouts in Fiscal 2019: Fixed and Short-Term Compensation
31	Awards and Payouts in Fiscal 2019: Long-Term Compensation
36	Other Compensation Elements
37	Compensation Policies and Practices

39	Compensation Committee Report

40	Compensation Tables
40	Summary Compensation
42	Grants of Plan-Based Awards
43	Outstanding Equity Awards
45	Option Exercises and Stock Vested
46	Pension Benefits
47	Non-Qualified Deferred Compensation
48	Potential Payments Upon Termination or Change in Control

51	Stock Ownership

54	Pay Ratio Disclosure

55	Audit Matters

58	Other Information

59	Appendix A


	~~LETTER TO STOCKHOLDERS~~

	~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~

2	~~PROXY SUMMARY~~

4	~~ANNUAL MEETING INFORMATION~~

7	~~CORPORATE GOVERNANCE~~
7	~~Our Board of Directors~~
8	~~Board Composition~~
10	~~Leadership Structure~~
11	~~Board Guidelines and Procedures~~
14	~~Best Practices~~
15	~~Our Controlling Family Stockholders~~

16	~~PROPOSAL 1: ELECTION OF DIRECTORS~~

21	~~DIRECTOR COMPENSATION~~

24	~~COMPENSATION DISCUSSION AND ANALYSIS~~
24	~~Executive Summary~~
25	~~Overview of Our Compensation Program~~
27	~~The Role of Our Compensation Committee~~
27	~~Target Compensation~~
29	~~Awards and Payouts in Fiscal 2017: Fixed and Short-Term Compensation~~
31	~~Awards and Payouts in Fiscal 2017: Long-Term Compensation~~
37	~~Other Compensation Elements~~
38	~~Compensation Policies and Practices~~
39	~~Compensation Committee Report~~

40	~~COMPENSATION TABLES~~
40	~~Summary Compensation~~
42	~~Grants of Plan-Based Awards~~
43	~~Outstanding Equity Awards~~
45	~~Option Exercises and Stock Vested~~
45	~~Pension Benefits~~
47	~~Non-Qualified Deferred Compensation~~
48	~~Potential Payments Upon Termination or Change in Control~~

51	~~PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

52	~~PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTUREADVISORY VOTES ON EXECUTIVE COMPENSATION~~

53	~~STOCK OWNERSHIP~~

56	~~AUDIT MATTERS~~

59	~~OTHER INFORMATION~~



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

(1)	~~EPS was adjusted to exclude~~Reflects the effect of acquired and divested brands in fiscal 2016 and fiscal 2017. These measures remove the effects of (a) the gain on the sale of Southern Comfort and Tuaca, (b) those transaction-related costs not included in the gain on the sale of Southern Comfort and Tuaca, (c) financing-related costs for the acquisition of BenRiach, and (d) operating activity for the acquired and divested businesses in the non-comparable periods. (With respect to the comparison of fiscal 2017 to fiscal 2016, the non-comparable period comprised all months of both years.) EPS used for fiscal 2016 was $1.63, compared to theoriginally reported GAAP value of $2.61, and EPS used for fiscal 2017 was $1.72, compared to the reported GAAP value of $1.71. Both measures are adjusted in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Fiscal 2017 Highlights — Adjusted Measures for Acquired and Divested Brands.”
~~(2)~~	~~Reflects~~ growth in “underlying operating income” over the past five fiscal years. “Underlying operating income” is not derived in accordance with GAAP. We explain why the Company uses 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-KU.S. generally accepted accounting principles (GAAP). The “underlying operating income” growth rates for fiscal ~~2017.~~years 2015 and 2018 were not retrospectively adjusted to reflect the impact from the adoption of the Accounting Standards Update 2017-07 (related to pension), which we adopted effective May 1, 2018, and other reclassified expenses related to certain marketing research and promotional agency costs. The impact of these changes, which had no effect on net income, was not material. The long-term incentive compensation related to those fiscal years was also not retrospectively adjusted as a result. Please refer to Appendix A of this Proxy Statement for additional information.
~~(3)~~(2)	~~Mr. Varga’s total~~Total compensation for the Chief Executive Officer includes base salary, stock-settled stock appreciation rights, non-equity compensation, and all other compensation as reported in the ~~Fiscal 2017~~fiscal 2019 Summary Compensation Table on page 40. ItTotal compensation also includes performance-adjusted restricted stock award values as reported at the end of the applicable three-year performance period. All values shown are for Paul C. Varga, with the exception of base salary and all other compensation, which represents amounts paid to both Mr. Varga and Mr. Whiting in fiscal 2019. Changes in pension value are excluded.


	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.

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 (thenumber of shares voted “for” the nominee exceeds the number ~~ofshares~~of shares voted “against” that nominee) will be elected.	No effect.
Any other matter	~~No effect.~~
~~Advisory resolution to approveexecutive compensation~~	Approval requires an affirmative vote of the majority of the Class Ashares present (in person or represented by proxy) and entitled to vote.	Abstentions are equivalent to votesagainstthe proposal. Broker non-votes will have no effect.
~~Advisory resolution on thefrequency of future advisory voteson executive compensation~~	~~The frequency receiving the greatest number of votes (every one,two, or three years) will be considered the recommendation of thestockholders.~~	~~No effect.~~
~~Any other matter~~	~~Approval requires an affirmative vote of the majority of the Class Ashares present (in person or represented by proxy) and entitled to vote.~~	~~Abstentions are equivalent to votes~~~~against~~~~the proposal.~~ ~~Broker non-votes will have no effect.~~

~~PAUL C. VARGA~~		~~INDEPENDENT~~	~~RECENT CHANGES TO OUR BOARD~~ ~~As previously disclosed, Kathleen M. Gutmann joined the Board on May 24, 2017, as an independent director.~~

	~~Chairman & CEO,~~President and Chief Executive Officer, Brown-Forman Corporation	~~BROWN FAMILY~~

		~~MANAGEMENT~~

		~~BROWN FAMILY & MANAGEMENT~~

BOARD LEADERSHIP STRUCTURE
Geo. Garvin Brown IV, a Brown family member, has served asChairman ofthe Boardsince 2007.	Lawson E. Whiting has served asPresident and Chief Executive Officer since 2019.	John D. Cook has served asLead Independent Directorsince 2012.

•	~~call meetings of the independent or non-management directors, when necessary or advisable;~~
•	~~chair executive sessions attended solely by independent directors;~~
•	~~facilitate open communications among directors and with management between Board meetings and help directors reach consensus on important matters;~~
•	~~serve as liaison, when necessary or advisable, between the Chairman of the Board or Presiding Chairman of the Board and the independent and non-management directors;~~
•	~~be available for consultation and direct communication upon the reasonable request of major and/or long-term stockholders;~~
•	~~play a leadership role in contingency and succession planning, if and as needed; and~~
•	~~perform such other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.~~


The Board has delegated to the Audit Committee responsibility for overseeing Brown-Forman’s financial statements; audit process; system of internal controls; enterprise risk assessment and risk management policies and processes; compliance with legal and regulatory requirements; and internal audit functions. In addition, the Audit Committee oversees the independent auditor’s qualifications, independence, and performance. The Audit Committee’s responsibilities include preparing the Audit Committee Report that appears in this Proxy Statement on page 56.		~~MET 10 TIMES IN FISCAL 2017~~

		~~Committee Members:~~

		•	Michael A. Todman (Chair)
		•	Bruce L. Byrnes
	•	Kathleen M. Gutmann
•	~~John D. Cook~~Tracy L. Skeans

~~2017 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERSBROWN-FORMAN~~ •	Michael J. Roney (Chair)
•	11Patrick Bousquet-Chavanne
•	John D. Cook


The Compensation Committee’s responsibilities include determining the compensation of the Chief Executive Officer; recommending market-competitive compensation for the Board; approving incentive compensation plan design and changes thereto for the Chief Executive Officer and other senior executive officers; assisting the Board in its oversight of risk related to compensation policies and practices; overseeing the preparation of the Compensation Discussion and Analysis section of this Proxy Statement; preparing the Compensation Committee Report that appears in this Proxy Statement on page 39; and leading the evaluation of the performance of the Chief Executive Officer.	~~MET 6 TIMES IN FISCAL 2017~~

	~~Committee Members:~~

	•	~~Michael J. Roney~~John D. Cook (Chair)
	•	Patrick Bousquet-Chavanne
	•	~~John D. Cook~~

The Compensation Committee has retained Frederic W. Cook & Co. (FWC) to provide independent advice on executive and director compensation matters. For additional information on the services provided by FWC, as well as the Compensation Committee’s processes and procedures for considering and determining executive compensation, please see the Compensation Discussion and Analysis section of this Proxy Statement, which begins on page 24.

Each member of the Compensation Committee qualifies as an independent director under NYSE listing standards (including the heightened independence standards for compensation committee members of non-controlled companies), as a “non-employee director” under SEC rules, and as an “outside director” under regulations adopted pursuant to Section 162 of the Internal Revenue Code. The Board specifically considered factors relevant to the ability of these directors to be independent from management in connection with Compensation Committee service.

~~CORPORATE GOVERNANCE AND NOMINATING COMMITTEE~~

The Corporate Governance and Nominating Committee’s responsibilities include helping the Board identify, recruit, and recommend appropriate candidates to serve as directors; reviewing periodically our corporate governance principles in light of developments in corporate governance and best practices, taking into account our controlled-company status; coordinating and overseeing Chief Executive Officer and Chairman of the Board succession planning; and assisting the Board with its annual self-assessment. All of the Corporate Governance and Nominating Committee members are independent under NYSE listing standards, except Geo. Garvin Brown IV.	~~MET 8 TIMES IN FISCAL 2017~~

	~~Committee Members:~~

	•	~~John D. Cook (Chair)~~
	•	~~Patrick Bousquet-Chavanne~~
	•	Geo. Garvin Brown IV
	•	Bruce L. Byrnes

Name	DSUs Outstanding Class A as of April 30, 2017	DSUs Outstanding Class B as of April 30, 2017	Class B SSAR Outstanding as of April 30, 2017	Class B Time-Based Restricted Stock Units as of April 30, 2017
Joan C. Lordi Amble	9,179	4,252	—	—
Patrick Bousquet-Chavanne	15,773	10,526	—	—
Geo. Garvin Brown IV	12,485	—	12,512	7,612
Martin S. Brown, Jr.	—	3,163	24,494	—
Stuart R. Brown	—	—	—	—
Bruce L. Byrnes	9,747	6,831	—	—
John D. Cook	15,773	10,526	43,504	—
Laura L. Frazier	—	—	—	—
Sandra A. Frazier	—	3,163	24,494	—
Augusta Brown Holland	3,424	—	—	—
Michael J. Roney	11,909	—	—	—
Michael A. Todman	8,259	—	—	—

(4)	Reflects taxable ~~travel~~ stipend amounts paid during fiscal ~~2017~~2019 to directors who ~~traveled~~must travel to an overseas location for Board ~~meetings from outside of the United States.~~and committee meetings.
(5)	~~Ms. Joan~~Tracy L. Skeans joined the Board on March 21, 2018. The amounts set forth under “DSU Awards” represent the fees earned for her service for part of fiscal 2018 and fiscal 2019.
(6)	Paul C. ~~Lordi Amble, Mr. Martin S. Brown Jr.,~~Varga retired as Chairman and ~~Ms. Sandra A. Frazier’s service as directors ended~~Chief Executive Officer of Brown-Forman on ~~July 28, 2016, at the 2016 Annual Meeting.~~December 31, 2018. The amounts set forth under “Fees Earned or Paid in Cash” represent the fees earned for ~~their~~his service as a non-employee director for part of fiscal ~~2017.~~2019.

~~Name~~	~~Title~~
~~Paul C. Varga~~	~~Company Chairman~~ Lawson E. Whiting President and Chief Executive Officer⁽¹⁾
	Jane C. Morreau	Executive Vice President and Chief Financial Officer
	Mark I. McCallum	Executive Vice President ~~President Jack Daniel’s~~and Chief Brands
~~Jill A. Jones~~ Officer		Matthew E. Hamel Executive Vice President, General Counsel and Secretary	Thomas Hinrichs Senior Vice President, ~~NAR, CCSA, IMEA~~International Division	Paul C. Varga Former Company Chairman and ~~GTR~~Chief Executive Officer⁽²⁾

(1)	Mr. Whiting became Chief Executive Officer effective January 1, 2019 and became President effective March 28, 2019.
~~Lawson E. Whiting~~(2)	~~Executive Vice President, Chief Brands and Strategy Officer~~Mr. Varga retired as an employee of Brown-Forman on December 31, 2018.

•	~~is the clearest way to demonstrate the~~
	demonstrating value provided to our ~~stockholders;~~
•stockholders	~~ensures~~	ensuring that we hold ourselves to aan objective performance standard ~~that is as objective as possible;~~
•	~~reinforces~~	reinforcing a competitive and innovative mindset among our ~~leadership; and~~
•leadership	~~ensures~~	ensuring that ~~the~~ incentive payments are ~~appropriate.~~appropriate

•	Performance-based restricted stock awards for the fiscal ~~2015–2017~~2017–2019 performance period were converted into restricted shares shortly after the conclusion of fiscal ~~2017.~~2019. The ~~conversion~~number of restricted shares awarded was ~~based on~~determined by the cumulative ~~total shareholder return~~TSR of our Class B common stock compared to ~~that~~the weighted average TSR of the companies constituting the Standard & Poor’s Consumer Staples Index.		Our relative performance against this group over the performance period was at the ~~11th~~81st percentile, resulting in a ~~threshold~~ payout at ~~50%~~150% of ~~target.~~target.
•	Payouts of our stock-settled stock appreciation rights are determined by the increase of our Class B common stock price above the awards’ stated grant price.


Our company vision is “Building Forever,” which reflects our long-term perspective and desire to remain a strong, independent company indefinitely. We aim to “enrich the experience of life by responsibly building beverage alcohol brands, in our own way, that thrive and endure for generations.” We have identified specific strategic ambitions, known as the BF 150, that support our mission and vision as they represent objectives we believe are necessary to position our enterprise for success in the year 2020, coinciding with our 150th anniversary. These priorities include:

•	Building brands and businesses that create stockholder value;

•	Keeping Jack Daniel’s Tennessee Whiskey strong, healthy, and relevant to consumers worldwide;

•	Continuing to be the global leader in American whiskey;

•	Cultivating a portfolio of super premium brands;

•	Growing our business in the United States, our largest market;

•	Growing our non-U.S. developed and emerging markets;

•	Engaging our stockholders, including our controlling family stockholders;

•	Pursuing well-balanced capital deployment strategies; and

•	Being responsible in everything we do.

Our company vision is “Building Forever,” which reflects our long-term perspective and desire to remain a strong, independent company indefinitely. We aim to “enrich the experience of life by responsibly building beverage alcohol brands, in our own way, that thrive and endure for generations.” We have identified specific strategic ambitions, known as the BF 150, that support our mission and vision as they represent objectives we believe are necessary to position our enterprise for success in the year 2020, coinciding with our 150th anniversary. These priorities include:
•	~~Building brands and businesses that create stockholder value;~~

•	~~Keeping Jack Daniel’s Tennessee Whiskey strong, healthy, and relevant to consumers worldwide;~~

•	~~Continuing to be the global leader in American whiskey;~~

•	~~Growing our Finlandia and Herradura portfolios;~~

•	~~Growing our business in the United States, our largest market;~~

•	~~Growing our non-U.S. developed and emerging markets;~~

•	~~Engaging our stockholders, including our controlling family stockholders;~~

•	~~Pursuing well-balanced capital deployment strategies; and~~

•	~~Being responsible in everything we do.~~

~~We believe that our executive compensation program enhances our ability to achieve these priorities in a manner that is aligned with our vision, mission, and values.~~

•	base salary (including holiday bonus);
•	short-term (one-year) performance-based cash compensation;
•	long-term (three-year) performance-based cash compensation;
•	long-term equity-based incentive compensation (stock-settled stock appreciation rights and performance-based restricted ~~stock)~~stock units);
•	benefits and limited perquisites ~~that are~~ generally available to all senior executives; and
•	limited post-employment compensation and other benefits.

•	strong and sustained growth in underlying operating income, both on an absolute basis and relative to industry peers,
•	progress toward our long-term strategic goals, and
•	our three-year ~~total shareholder return~~TSR relative to the S&P Consumer Staples Index.

~~FISCAL 2017 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS~~

Performance-Based Component		Performance Measures
Short-Term Cash Incentive		80% Weighting: Underlying operating income growth⁽¹⁾relative to expected performance among industry peers
		20% Weighting: Individual performance
Long-Term Cash Incentive⁽²⁾		30% Weighting: Underlying operating income growth compared to sustained growth of 8%
		30% Weighting: Underlying operating income growth compared to industry peers
		40% Weighting: Progress toward long-term quantitative and qualitative strategic goals
Performance-Based Restricted Stock	~~Total shareholder return~~	TSR relative to S&P Consumer Staples Index
Stock-Settled Stock Appreciation Rights		Stock price growth above grant price

(1)	“Underlying operating income” is not derived in accordance with GAAP. ~~We explain why~~Please refer to Appendix A at the ~~Company uses~~end 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 2017.~~
~~(2)~~	~~Weightings for our long-term cash incentives were adjusted beginning with the fiscal 2016 grants. Please see page 32 for more~~additional information.

~~Campari S.p.A.~~	~~Harley Davidson Inc.~~	~~Mead Johnson Nutrition Co.~~	~~The Hain Celestial Group, Inc.~~
Church & Dwight Co., Inc.	Harley Davidson Inc.	Monster Beverage Corporation	The J.M. Smucker Company
ConAgra Brands, Inc.	Hershey Co.	~~Molson Coors Brewing Co.~~Pernod Ricard	~~The WhiteWave Foods Company~~Tiffany & Co.
Constellation Brands, Inc.	~~J.M. Smucker Co.~~	~~Monster Beverage Corp.~~
~~Diageo Plc.~~	lululemon athletica inc.	~~Pernod Ricard SA~~Remy Cointreau
~~Dr. Pepper Snapple~~Davide Campari-Milano S.p.A.	McCormick & Company, Incorporated	The Hain Celestial Group, Inc.	~~McCormick & Co., Inc.~~
Diageo Plc	~~Remy Cointreau SA~~Molson Coors Brewing Company	The Hershey Company

		■ Salary and	■ Short-Term	■ Long-Term	Target Total	Percent
Name	Year	Holiday Bonus⁽¹⁾	Incentive Target	Incentive Target	Direct Comp	Increase	Pay Mix at Target	Year	Salary and Holiday Bonus⁽¹⁾	Short-Term Incentive Target	Long-Term Incentive Target	Target Total Direct Comp	Percent (+/-)	Pay Mix at Target
Paul C. Varga	2017	1,145,870	1,455,000	4,400,000	7,000,870	4%
Lawson E. Whiting⁽²⁾								2019	$899,113	$850,000	$1,666,667	$3,415,780	89%
	2016	1,133,370	1,400,000	4,200,000	6,733,370			2018	625,099	390,027	795,833	1,810,959
Jane C. Morreau	2017	598,978	420,000	900,000	1,918,978	5%		2019	625,020	450,000	1,050,000	2,125,020	11%
	2016	572,935	400,000	850,000	1,822,935			2018	598,978	420,000	900,000	1,918,978
Mark I. McCallum	2017	661,480	450,000	860,000	1,971,480	2%		2019	681,324	463,500	885,800	2,030,624	3%
	2016	645,854	440,000	850,000	1,935,854			2018	661,480	450,000	860,000	1,971,480
Jill A. Jones	2017	614,603	440,000	840,000	1,894,603	4%
Matthew E. Hamel								2019	536,476	309,000	654,050	1,499,526	3%
	2016	598,978	430,000	800,000	1,828,978			2018	520,850	300,000	635,000	1,455,850
Lawson E. Whiting	2017	494,808	300,000	650,000	1,444,808	9%
Thomas Hinrichs⁽³⁾								2019	478,965	410,364	482,782	1,372,111	14%
	2016	447,931	275,000	600,000	1,322,931			2018	458,796	361,850	383,160	1,203,806
Paul C. Varga⁽⁴⁾								2019	812,478	1,006,920	3,024,267	4,843,665	-31%
								2018	1,145,870	1,455,000	4,400,000	7,000,870

(1)	Salary and holiday bonus are based on the one-year period beginning on July 1. Other compensation elements are based on our fiscal year beginning May 1. Any change to compensation during the year is ~~prorated.~~pro-rated.
(2)	Mr. Whiting’s increase in compensation was the result of his promotion to Chief Executive Officer effective January 1, 2019.
(3)	Mr. Hinrichs is based in Amsterdam, Netherlands and paid in euros. The amount shown has been converted to U.S. dollars.
(4)	Mr. Varga retired from Brown-Forman on December 31, 2018. Amounts shown reflect his pro-rated compensation based on his retirement date.

22~~FISCAL 2017~~^%
RETURN ON
INVESTED CAPITAL⁽¹⁾

^$310^MM
TOTAL DIVIDENDS

^$200^MM
SHARE REPURCHASES

“Our prospects for delivering sustained growth remain bright as we develop our premium spirits portfolio around the world, led by Jack Daniel’s and Woodford Reserve.”
Lawson E. Whiting,
President and Chief Executive Officer

~~RETURN ON~~
~~INVESTED~~
~~CAPITAL~~
(1)

~~SHARE~~
~~REPURCHASES~~

~~DIVIDENDS~~