Brown Forman Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Change in Control Severance Plan
On October 31, 2025, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”), as part of its regular review of the Company’s corporate governance documents and executive compensation policies and practices, adopted and approved the Brown-Forman Corporation Executive Change in Control Severance Plan (the “Plan”), effective immediately, to provide for severance pay and benefits to Participants (as defined in the Plan) whose employment is involuntarily terminated due to a Qualifying Termination (as defined in the Plan) during the period commencing thirty (30) days prior to the date a Change in Control (as defined in the Plan) is consummated and ending twenty-four (24) months following the date of such consummation (the “Change in Control Protection Period”). For purposes of the Plan, members of the Company’s executive leadership team, including all of the Company’s current Named Executive Officers (as such term is defined in Item 402 of Regulation S-K), and other select key employees are Participants. The Plan was adopted and approved by the Board in order to, among other things, attract and retain key talent and assure that the Company will have the continued dedication and focus of the Participants, notwithstanding the possibility, threat or occurrence of a Change in Control of the Company.
Upon involuntary termination of a Participant due to a Qualifying Termination that occurs during the Change in Control Protection Period, so long as the Participant satisfies the conditions to payment of severance benefits described below, such Participant shall be entitled to receive the following severance benefits: (i) any annual cash bonus that has been earned but unpaid for the prior fiscal year, (ii) an amount equal to the product of Participant’s (x) severance multiple (3.0 with respect to the Company’s Chief Executive Officer and 2.0 with respect to the other members of the Company’s executive leadership team) and (y) the sum of (1) the Participant’s annual base salary and (2) the greater of the Participant’s then-current target bonus amount and the amount of the Participant’s annual bonus opportunity earned with respect to the Company’s fiscal year ended on or prior to the date of the Participant’s Qualifying Termination date, (iii) a pro-rata portion of the annual bonus for the fiscal year in which the Qualifying Termination occurs based on actual results if determinable (or based on the target level of performance if actual results are not determinable, provided that target shall be assumed for purposes of any individual performance metrics) for such fiscal year, (iv) an amount equal to the aggregate cost of eighteen (18) months of COBRA premiums for continued medical coverage for the Participant and his or her eligible dependents, (v) full vesting of any unvested amounts of nonqualified deferred compensation, (vi) outplacement counseling and associated services in accordance with the Company’s customary practice in effect immediately prior to the consummation of the Change in Control for a period of up to twelve (12) months following the Participant’s Qualifying Termination date, (vii) a $10,000 lump sum tax preparation payment, and (viii) full vesting of any unvested equity awards at the time of the Participant’s Qualifying Termination date.
Payment of the severance benefits under the Plan is subject to the Participant’s execution and non-revocation of a general release of all claims in favor of the Company and certain related parties, which may include confidentiality provisions and post-employment non-disparagement obligations. For Participants who are eligible for severance benefits under another individual agreement with the Company, the Plan will supersede all prior agreements, practices, policies, procedures and plans relating to severance benefits in the event of a Qualifying Termination during the Change in Control Protection Period.
The foregoing description of the Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Brown-Forman Corporation Executive Change in Control Severance Plan, effective as of October 31, 2025. | ||||||||
| 104 | 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.
| BROWN-FORMAN CORPORATION | |||||
| (Registrant) | |||||
| Date: October 31, 2025 | /s/ Michael E. Carr, Jr. | ||||
| Michael E. Carr, Jr. | |||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||