UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): July 23, 2009 (July 23, 2009)
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
Delaware 002-26821 61-0143150
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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850 Dixie Highway, Louisville, Kentucky 40210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 585-1100
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 (see General Instruction A.2.):
[ ] 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))
Item 2.02. Results of Operations and Financial Condition
On July 23, 2009, Brown-Forman Corporation (the "Company") issued a press
release commenting on the results of the Company's financial and operating
results for the fiscal year ended April 30, 2009. A copy of the press release is
attached as Exhibit 99.1 to this current report on Form 8-K. The information
furnished pursuant to this Item 2.02 (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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
RETIREMENT OF DIRECTOR DONALD G. CALDER
In accordance with the Company's policy on director retirement, Director Donald
G. Calder retired from Board service effective July 23, 2009. Mr. Calder served
on the Company's Board of Directors for fourteen years.
COMPENSATION OF NAMED EXECUTIVE OFFICERS FOR FISCAL 2010
The Compensation Committee of the Company's Board of Directors reviewed and
approved fiscal 2010 compensation for the Company's Named Executive Officers
("NEOs") at its July 23, 2009 meeting. As part of cost cutting measures the
Company has taken to address the current global economic recession and its
uncertain duration and effects and at management's recommendation, the Committee
decided not to increase the NEOs' compensation for fiscal 2010. Fiscal 2010
compensation for the NEOs includes the following:
Short-Term Incentive Long-Term Incentive
Named Executive Officer Base Salary(1) Compensation at Target(2) Compensation at Target(2)
Paul C. Varga $1,005,209 $1,250,000 $2,170,000
Chairman and Chief Executive
Officer
Donald C. Berg $541,667 $260,000 $600,000
Executive Vice President and
Chief Financial Officer
James L. Bareuther $567,708 $260,000 $124,500(3)
Executive Vice President for
Global Business Development
Mark I. McCallum $546,563(4) $260,000 $625,000(4)
Executive Vice President and
Chief Operating Officer
James S. Welch, Jr. $546,875 $260,000 $600,000
Vice Chairman
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(1) Salary includes holiday bonus and is effective as of August 1, 2009.
(2) Incentive compensation is administered pursuant to the Company's 2004
Omnibus Compensation Plan.
(3) On March 25, 2009, the Committee adjusted Mr. Bareuther's fiscal 2010
long-term incentive compensation at target in connection with his change
in position from COO to EVP for Global Business Development, effective
May 1, 2009. This was reported on a Form 8-K/A filed March 27, 2009.
(4) On March 25, 2009, the Committee adjusted Mr. McCallum's fiscal 2010 salary
and long-term incentive compensation at target in connection with his change
of position to Chief Operating Officer, effective May 1, 2009. This was
reported on Form 8-K/A filed March 27, 2009. Mr. McCallum's base salary was
effective as of May 1, 2009.
A more detailed description of the compensation the Company pays its NEOs is
included in the Company's Proxy Statement filed with the Securities and Exchange
Commission on June 26, 2009, which is hereby incorporated by reference.
COMPENSATION OF DIRECTORS
On July 23, 2009, the Board of Directors approved compensation for the Company's
directors for the 2010 Board Year (July 23, 2009 - July 22, 2010). As part of
cost cutting measures the company has taken to address the current global
economic recession and its uncertain duration and effects, the Board decided not
to increase the directors' compensation. A more detailed description of the
compensation the Company pays its directors is included in the Company's Proxy
Statement filed with the Securities and Exchange Commission on June 26, 2009.
Item 7.01. Regulation FD Disclosure
On July 23, 2009, the Company issued a press release announcing that at its
Annual Meeting of Stockholders held July 23, 2009, Brown-Forman stockholders
elected directors for the coming year and re-approved the performance measures
under the Brown-Forman 2004 Omnibus Compensation Plan. In addition, the Company
announced that its Board of Directors approved a regular cash dividend of
$0.2875 cents per share on Class A and Class B Common Stock, payable on October
1, 2009, to stockholders of record on September 8, 2009. A copy of the press
release is attached as Exhibit 99.1 to this current report on Form 8-K and is
incorporated herein in its entirety by this reference. This information is
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 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Brown-Forman Corporation Press Release dated July 23, 2009
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: July 23, 2009 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President, Associate
General Counsel and Assistant
Corporate Secretary
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Exhibit Index
Exhibit
Number Description
99.1 Brown-Forman Corporation Press Release dated July 23, 2009
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FOR IMMEDIATE RELEASE
BROWN-FORMAN SHAREHOLDERS HOLD ANNUAL MEETING
Directors Elected; Dividend Declared
LOUISVILLE, KY, JULY 23, 2009 - At their annual meeting today, Brown-Forman
stockholders elected directors for the coming year and re-approved the
performance measures under the Brown-Forman 2004 Omnibus Compensation Plan.
In his remarks to shareholders, Presiding Board Chairman Geo. Garvin Brown IV
thanked former directors Barry Bramley, Donald Calder, and Matthew Simmons, all
of whom retired since the 2008 annual meeting, for their many contributions to
the company and acknowledged John Cook, a new independent director attending his
first meeting of shareholders.
Brown-Forman Chief Executive Officer Paul Varga told shareholders that
considering the global economic recession, the company performed well in fiscal
2009. "We were pleased with our underlying growth in fiscal 2009," stated Varga.
"Additionally, our nearly 16% rate of return on invested capital for the year
surpassed our industry competitors," Varga said, "and the company's total
shareholder return, with dividends reinvested, outperformed the S&P 500 index
over one-, five-, 10-, and 15-year periods."
Shareholders elected the following individuals to the Brown-Forman board of
directors: Patrick Bousquet-Chavanne; Geo. Garvin Brown IV; Martin S. Brown,
Jr.; John D. Cook; Sandra A. Frazier; Richard P. Mayer; William E. Mitchell;
William M. Street; Dace Brown Stubbs; Paul C. Varga; and James S. Welch, Jr.
In a subsequent meeting, the board of directors approved a regular quarterly
cash dividend of $0.2875 cents per share on Class A and Class B Common Stock.
Stockholders of record on September 8, 2009, will receive the cash dividend on
October 1, 2009. With this dividend, Brown-Forman will have paid regular
quarterly cash dividends for 64 consecutive years.
Additionally, at the recommendation of management, the board decided not to
increase compensation for the company's named executive officers or directors in
fiscal 2010, as part of the cost-cutting measures the company has taken to
address the current global economic recession.
Brown-Forman Corporation is a producer and marketer of fine quality beverage
alcohol brands, including Jack Daniel's, Southern Comfort, Finlandia, Canadian
Mist, Fetzer, Korbel, Gentleman Jack, el Jimador, Tequila Herradura,
Sonoma-Cutrer, Chambord, Tuaca, Woodford Reserve, and Bonterra.
IMPORTANT INFORMATION ON FORWARD-LOOKING STATEMENTS:
This report contains statements, estimates, and projections that are
"forward-looking statements" as defined under U.S. federal securities laws.
Words such as "expect," "believe," "intend," "estimate," "will," "may,"
"anticipate," "project," and similar words identify forward-looking statements,
which speak only as of the date we make them. Except as required by law, we do
not intend to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise. By their nature,
forward-looking statements involve risks, uncertainties and other factors (many
beyond our control) that could cause our actual results to differ materially
from our historical experience or from our current expectations or projections.
These risks and other factors include, but are not limited to:
- deepening or expansion of the global economic downturn or turmoil in
financial and equity markets (and related credit and capital market
instability and illiquidity; decreased consumer and trade spending; higher
unemployment; supplier, customer or consumer credit or other financial
problems; further inventory reductions by distributors, wholesalers, or
retailers; bank failures or governmental nationalizations, etc.)
- competitors' pricing actions (including price promotions, discounting,
couponing or free goods), marketing, product introductions, or other
competitive activities aimed at our brands
- trade or consumer reaction to our product line extensions or new marketing
initiatives
- further decline in consumer confidence or spending, whether related to global
economic conditions, wars, natural disasters, pandemics (such as swine flu),
terrorist attacks or other factors
- increases in tax rates (including excise, sales, corporate, individual
income, dividends, capital gains), changes in tax rules (e.g., LIFO, foreign
income deferral, U.S. manufacturing deduction) or accounting standards,
tariffs, or other restrictions affecting beverage alcohol, and the
unpredictability and suddenness with which they can occur
- trade or consumer resistance to price increases in our products
- tighter governmental restrictions on our ability to produce and market our
products, including advertising and promotion
- business disruption, decline or costs related to reductions in workforce or
other cost-cutting measures
- lower returns on pension assets, higher interest rates on debt, or
significant changes in recent inflation rates (whether up or down)
- fluctuations in the U.S. dollar against foreign currencies, especially the
British pound, euro, Australian dollar, or Polish zloty
- reduced bar, restaurant, hotel and other on-premise business; consumer shifts
to discount stores to buy our products; or other price-sensitive consumer
behavior
- changes in consumer preferences, societal attitudes or cultural trends that
result in reduced consumption of our products
- distribution arrangement changes that affect the timing of our sales or limit
our ability to market or sell our products
- adverse impacts resulting from our acquisitions, dispositions, joint
ventures, business partnerships, or portfolio strategies
- lower profits, due to factors such as fewer used barrel sales, lower
production volumes (either for our own brands or those of third parties), or
cost increases in energy or raw materials, such as grapes, grain, agave,
wood, glass, plastic, or closures
- Climatic changes, agricultural uncertainties, our suppliers' financial
hardships or other factors that reduce the availability or quality of grapes,
agave, grain, glass, closures, plastic, or wood
- negative publicity related to our company, brands, personnel, operations,
business performance or prospects
- product counterfeiting, tampering, or contamination and resulting negative
effects on our sales, brand equity, or corporate reputation
- adverse developments stemming from state, federal or other governmental
investigations of beverage alcohol industry business, trade, or marketing
practices by us, our distributors, or retailers
- impairment in the recorded value of inventory, fixed assets, goodwill or
other intangibles
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