Current Report — Form 8-K Filing Table of Contents
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Registrant’s telephone number, including area code: i(502)i585-1100
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iClass A Common Stock (voting), $0.15 par value
iBFA
iNew
York Stock Exchange
iClass B Common Stock (nonvoting), $0.15 par value
iBFB
iNew
York Stock Exchange
i1.200% Notes due 2026
iBF26
iNew
York Stock Exchange
i2.600% Notes due 2028
iBF28
iNew
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 i☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2021, Brown-Forman Corporation (the “Company”) announced that effective July
1, 2021, Jane C. Morreau, Executive Vice President and Chief Financial Officer, will leave the Company. Ms. Morreau will hand off her duties as Chief Financial Officer to her successor effective July 1, 2021, and will assist with the orderly transition of her responsibilities until her last day at the Company. Following Ms. Morreau’s departure from the Company, 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.
Ms. Cunningham, age 51, has served as Senior Vice President and Shareholder Relations Officer since August 1, 2019, and has led Global Commercial Finance and Financial Planning and Analysis since August 2020. Prior to that time, she served as Senior Vice President and General Manager of Brown-Forman Brands from May 2015 to August 2019. She served as Vice President, Director of Finance Global Production from October 2013 to April 2015 and as Vice President, Chief of Staff and Director of Business Development Global Production from November 2009 to October 2013.
Ms. Cunningham’s compensation remains subject to the approval of the Company’s Compensation Committee
and will be disclosed by an amendment to this Form 8-K following such approval.
There are no arrangements or understandings between Ms. Cunningham and any person pursuant to which she was selected as an officer. There are no family relationships between Ms. Cunningham and any director or executive officer of the Company, and there are no related party transactions involving Ms. Cunningham that are reportable under Item 404(a) of Regulation S-K.
The information furnished pursuant to this Item 7.01 (and the related information in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.