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): September 29, 2008 (September 25, 2008)
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)
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:
[ ] 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2008, Brown-Forman Corporation (the "Company") issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by
reference herein, announcing that John D. Cook has been elected to the Company's
Board of Directors, effective September 25, 2008. In addition, Mr. Cook has been
appointed to the Audit Committee of the Board. Neither Mr. Cook nor any member
of his immediate family is a party to any past or currently proposed transaction
with the Company that is reportable under Item 404(a) of Regulation S-K. A
summary of the compensation the Company provides its non-employee Directors is
set forth in Item 5.02 of the Form 8-K filed by the Company on July 25, 2008.
As reported in Item 5.02 of the Form 8-K filed by the Company on July 25, 2008,
Director Barry D. Bramley retired from director service effective September 28,
2008, in accordance with the Company's mandatory retirement policy for its
directors.
Item 7.01. Regulation FD Disclosure.
On September 29, 2008, the Company issued a press release announcing that the
Board of Directors approved and declared a stock split, to be effected as a
dividend, on both Class A and Class B Common Stock, payable in shares of Class B
Common Stock. For every four shares of Class A or Class B Common Stock held,
stockholders of record as of the close of business on October 6, 2008, will
receive one share of Class B Common Stock, with any fractional shares payable in
cash. The additional Class B shares and cash for fractional shares will be
distributed to stockholders on October 27, 2008.
A copy of this press release is furnished herewith as Exhibit 99.2. The
information furnished pursuant to this Item 7.01 (and the related information in
Exhibit 99.2) 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 September 25, 2008
99.2 Brown-Forman Corporation Press Release dated September 29, 2008
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: September 29, 2008 By: /s/ Nelea A. Absher
Nelea A. Absher
Vice President, Associate
General Counsel and Assistant
Corporate Secretary
Exhibit Index
Exhibit
Number Description
99.1 Brown-Forman Corporation Press Release dated September 25, 2008
99.2 Brown-Forman Corporation Press Release dated September 29, 2008
Exhibit 99.1
FOR IMMEDIATE RELEASE
JOHN D. COOK ELECTED TO BROWN-FORMAN BOARD; BARRY D. BRAMLEY RETIRES
Louisville, KY, September 25, 2008 - Brown-Forman Corporation (NYSE: BFA, BFB)
announced that John D. Cook has been elected to the company's Board of
Directors, effective today.
Cook is a Director Emeritus of McKinsey & Company, the world's leading
management consulting firm. Cook has focused his 25-year career with McKinsey on
serving leading institutions in consumer goods industries on their most
important business and strategic issues. Previously he served as executive vice
president of The Kellogg Company and president of Kellogg North America,
responsible for the profitable growth of the company's $7 billion North American
business. Cook began his career at Procter & Gamble Company and then served a
17-year stint at McKinsey & Co. before joining The Kellogg Company in 1999. He
rejoined McKinsey & Co. in 2001. His breadth of business experience spans the
globe and includes packaged foods, beverages, and retail and he has great
expertise in the areas of corporate governance, shareholder value and strategy.
Cook is a graduate of the University of Michigan and he earned an MBA degree
from Harvard Business School where he achieved high academic distinction as a
Baker's Scholar.
In making the announcement, Brown-Forman Presiding Board Chairman Geo. Garvin
Brown IV said, "John Cook has excellent credentials in the consumer goods sector
as well as a wonderful track record of strategic counsel and we're looking
forward to his contributions to our Board and our company's growth in the coming
years."
Brown-Forman also announced that Barry D. Bramley, a director since 1996, is
retiring from the Board effective September 28, upon reaching the customary
retirement age of 71.
Brown commented, "Barry has served our company in a variety of ways with great
distinction over the last 12 years and we thank him for his many contributions,
including his important service as Chairman of one of our subsidiary Boards and
his sage counsel during the company's formative international growth phase."
The election of Cook and retirement of Bramley leaves Brown-Forman's Board with
13 directors.
Brown-Forman Corporation is a producer and marketer of fine quality beverage
alcohol brands, including Jack Daniel's, Southern Comfort, Finlandia Vodka,
Tequila Herradura, el Jimador Tequila, Canadian Mist, Fetzer and Bolla Wines,
and Korbel California Champagnes.
Exhibit 99.2
FOR IMMEDIATE RELEASE
BROWN-FORMAN DECLARES STOCK DISTRIBUTION
Louisville, KY, September 29, 2008 - The board of directors of Brown-Forman
Corporation declared a stock split, to be effected as a dividend, on both Class
A and Class B common stock, payable in shares of Class B common stock.
For every four shares of either Class A or Class B common stock held,
shareholders of record as of the close of business on October 6, 2008 will
receive one share of Class B common stock, with any fractional shares payable in
cash. The additional shares and cash for fractional shares will be distributed
to stockholders on October 27, 2008. The previously announced $0.34 per share
quarterly cash dividend will be paid October 1, 2008 and will not be affected by
this distribution of stock. Any future cash dividend declared will reflect the
greater number of shares outstanding after the distribution. In addition, all
per-share amounts in the company's subsequent financial statements will reflect
the stock distribution.
Brown-Forman will begin trading on the NYSE on a price adjusted basis on October
28, 2008.
Brown-Forman Corporation is a producer and marketer of fine quality beverage
alcohol brands, including Jack Daniel's, Southern Comfort, Finlandia Vodka,
Tequila Herradura, el Jimador Tequila, Canadian Mist, Fetzer and Bolla Wines,
and Korbel California Champagnes.