Filed: 3 May 21, 4:18pm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 3, 2021
(Exact Name of Registrant as Specified in its Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(I.R.S. Employer Identification No.)|
|850 Dixie Highway,||Louisville,||Kentucky||40210|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (502) 585-1100
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A Common Stock (voting), $0.15 par value||BFA||New York Stock Exchange|
|Class B Common Stock (nonvoting), $0.15 par value||BFB||New York Stock Exchange|
|1.200% Notes due 2026||BF26||New York Stock Exchange|
|2.600% Notes due 2028||BF28||New York Stock Exchange|
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This Current Report on Form 8-K/A amends the Current Report on Form 8-K, dated April 15, 2021, that was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021 (the “Original Report”) by Brown-Forman Corporation (the “Company”) announcing that Leanne Cunningham, currently Senior Vice President and Shareholder Relations Officer, Global Commercial Finance and Financial, Planning and Analysis will serve as the Company’s Chief Financial Officer, effective July 2, 2021.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As originally announced in the Original Report, Ms. Cunningham will be appointed as Chief Financial Officer, effective July 2, 2021.
In connection with her appointment, Ms. Cunningham’s compensation will increase, effective July 2, 2021, as follows: annual salary, including holiday bonus, will increase to $598,978; and short-term and long-term incentive compensation opportunities at target will increase to $489,000 and $700,000, respectively. Ms. Cunningham’s long-term incentive compensation opportunity will be allocated among long-term cash and long-term equity options.
Details regarding the Company’s executive compensation program are included in the Compensation Discussion and Analysis section of the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders filed with the SEC on June 30, 2020.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: May 3, 2021||/s/ Jaileah X. Huddleston|
|Jaileah X. Huddleston|
|Vice President, Associate General Counsel - Corporate and Securities Law, and Assistant Secretary|