Brown Forman Corporation filed SEC Form 8-K: Leadership Update
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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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.
Resignation of Marshall B. Farrer as Executive Vice President, Chief Strategic Growth Officer
On April 25, 2025, Marshall B. Farrer, Executive Vice President, Chief Strategic Growth Officer of Brown-Forman Corporation (the “Company”), informed the Company of his intention to resign from his employment role at the Company effective immediately following the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in connection with assuming the role of Chairman of the Board. As previously announced, Mr. Farrer will transition to the role of Chairman of the Board of Directors (the “Board”), subject to his reelection to the Board, following the 2025 Annual Meeting.
In connection with Mr. Farrer’s resignation and in recognition of his prior service to the Company and his willingness to assume the role of Chairman of the Board, on April 28, 2025, the Company’s Compensation Committee approved the following compensatory arrangements:
•a one-time $865,000 lump sum payment to account for Mr. Farrer’s loss of subsidized early retirement benefits and future accruals pursuant to the Company’s Qualified and Non-Qualified Pension Plans upon his resignation; and
•the treatment of Mr. Farrer’s outstanding stock-settled appreciation rights (“SSARs”) granted under the Company’s 2013 Omnibus Compensation Plan as if Mr. Farrer “retired” from the Company.
Mr. Farrer’s SSARs and performance-based restricted stock unit awards granted under the Company’s 2022 Omnibus Compensation Plan shall continue unmodified and will vest according to the terms described within the applicable grant agreements.
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: April 28, 2025 | /s/ Michael E. Carr, Jr. | ||||
| Michael E. Carr, Jr. | |||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||