8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

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

Brown-Forman Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-00123	61-0143150
(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

Not Applicable

(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. ☐

EXPLANATORY NOTE

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.

SIGNATURES

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.

	BROWN-FORMAN CORPORATION
	(Registrant)
Date: May 3, 2021	/s/ Jaileah X. Huddleston
	Jaileah X. Huddleston
	Vice President, Associate General Counsel - Corporate and Securities Law, and Assistant Secretary

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Document and Entity Information	May 03, 2021
Entity Information [Line Items]
Document Type	8-K/A
Document Period End Date	May 03, 2021
Entity Registrant Name	Brown-Forman Corporation
Entity Central Index Key	0000014693
Amendment Flag	true
Entity Incorporation, State or Country Code	DE
Entity File Number	001-00123
Entity Tax Identification Number	61-0143150
Entity Address, Address Line One	850 Dixie Highway,
Entity Address, City or Town	Louisville,
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40210
City Area Code	(502)
Local Phone Number	585-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Description	Amending original 8-K to provide compensation information for new CFO.
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock (voting), $0.15 par value
Trading Symbol	BFA
Security Exchange Name	NYSE
Nonvoting Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Common Stock (nonvoting), $0.15 par value
Trading Symbol	BFB
Security Exchange Name	NYSE
One Point Two Percent Notes Due in Fiscal Two Thousand Twenty Seven [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.200% Notes due 2026
Trading Symbol	BF26
Security Exchange Name	NYSE
Two Point Six Percent Notes Due in Fiscal Two Thousand Twenty Nine [Member]
Entity Information [Line Items]
Title of 12(b) Security	2.600% Notes due 2028
Trading Symbol	BF28
Security Exchange Name	NYSE