Brown-Forman (NYSE: BFA, BFB) backs pay plan and sets $0.2310 dividend
Rhea-AI Filing Summary
Brown-Forman Corporation reported voting results from its July 23, 2026 annual meeting of stockholders. Class A stockholders elected the full slate of director nominees, approved on a non-binding advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2027.
The board also approved a regular quarterly cash dividend of $0.2310 per share on Class A and Class B common stock, payable October 1, 2026 to stockholders of record on September 3, 2026. Brown-Forman highlighted its 82-year record of regular quarterly dividends and 42 consecutive years of dividend increases, and described an ongoing CEO succession process with Lawson Whiting remaining available in an advisory capacity after a successor is appointed.
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8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly dividend per share: $0.2310 per share
Dividend payment date: October 1, 2026
Dividend record date: September 3, 2026
+5 more
8 metrics
Quarterly dividend per share
$0.2310 per share
Regular quarterly cash dividend on Class A and Class B common stock, payable October 1, 2026
Dividend payment date
October 1, 2026
Payable date for the regular quarterly cash dividend declared by the board
Dividend record date
September 3, 2026
Stockholders of record on this date will receive the October 1, 2026 dividend
Years of regular quarterly dividends
82 years
Consecutive years Brown-Forman has paid regular quarterly cash dividends
Years of dividend increases
42 years
Consecutive years Brown-Forman has increased its regular cash dividend
Say-on-pay votes for
134,285,645
Votes in favor of the advisory resolution on executive compensation by Class A stockholders
Auditor ratification votes for
161,754,059
Votes in favor of ratifying Ernst & Young LLP as auditor for fiscal 2027
Employees worldwide
4,900
Approximate number of Brown-Forman employees worldwide mentioned in the company description
Key Terms
broker non-votes, nonbinding advisory basis, independent registered public accounting firm, Dividend Aristocrats, +1 more
5 terms
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 134,285,645 | 22,694,767"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
nonbinding advisory basis financial
"approved, on a nonbinding advisory basis, the compensation of the Company's Named Executive Officers"
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Dividend Aristocrats financial
"Brown-Forman, a member of the S&P 500 Dividend Aristocrats, has paid regular quarterly cash dividends"
Dividend aristocrats are companies that have increased the cash payments they give to shareholders every year for a long, continuous stretch (commonly 25 or more years). Investors care because this streak signals steady profits and a commitment to returning income—similar to a landlord who reliably raises rent a little each year—making these stocks attractive for steady income and perceived lower financial risk, though dividends are never guaranteed.
forward-looking statements regulatory
"This press release contains statements that are “forward-looking statements” as defined under U.S. federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Brown-Forman (BF) stockholders approve at the July 23, 2026 annual meeting?
Brown-Forman stockholders re-elected the full slate of directors, approved on a non-binding advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2027.
What quarterly dividend did Brown-Forman (BF) declare and when will it be paid?
The board approved a regular quarterly cash dividend of $0.2310 per share on Class A and Class B common stock, payable October 1, 2026 to stockholders of record as of September 3, 2026.
How did Brown-Forman (BF) stockholders vote on executive compensation?
Class A stockholders approved executive pay on a non-binding advisory basis, with 134,285,645 votes for, 22,694,767 against, and 323,766 abstentions, plus 5,106,111 broker non-votes recorded on the proposal.
What were the auditor ratification voting results for Brown-Forman (BF)?
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2027, with 161,754,059 votes for, 394,078 against, and 262,152 abstentions reported on the proposal.
What dividend track record did Brown-Forman (BF) highlight in this disclosure?
Brown-Forman noted it has paid regular quarterly cash dividends for 82 consecutive years and increased its regular cash dividend for 42 consecutive years, and is a member of the S&P 500 Dividend Aristocrats index.
What CEO succession details did Brown-Forman (BF) provide?
The company referenced Lawson Whiting’s previously announced retirement decision, stating the succession process is led by the Corporate Governance and Nominating Committee and will consider internal and external candidates, with Whiting remaining available in an advisory capacity after a successor is appointed.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (502) 585-1100
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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 5.07. Submission of Matters to a Vote of Security Holders.
On July 23, 2026, Brown-Forman Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters submitted to a vote of the Company's Class A common stockholders at the Annual Meeting and the voting results of such matters are as follows:
Proposal 1: Election of Directors
The Company's Class A common stockholders elected each of the director nominees proposed by the Company's Board of Directors to serve until the next Annual Meeting of Stockholders or until such director's successor is duly elected and qualified, by the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Campbell P. Brown | 146,130,503 | 10,792,366 | 381,309 | 5,106,111 | ||||||||||
| Elizabeth M. Brown | 146,159,873 | 10,763,116 | 381,189 | 5,106,111 | ||||||||||
| Mark A. Clouse | 140,570,830 | 10,483,769 | 6,249,579 | 5,106,111 | ||||||||||
| Marshall B. Farrer | 145,504,855 | 11,406,477 | 392,846 | 5,106,111 | ||||||||||
| W. Austin Musselman, Jr. | 146,134,274 | 10,771,589 | 398,315 | 5,106,111 | ||||||||||
| Michael J. Roney | 140,208,446 | 10,841,450 | 6,254,282 | 5,106,111 | ||||||||||
| Jan E. Singer | 139,930,819 | 10,050,003 | 7,323,356 | 5,106,111 | ||||||||||
| Tracy L. Skeans | 138,032,245 | 11,961,402 | 7,310,531 | 5,106,111 | ||||||||||
| Elizabeth A. Smith | 141,107,165 | 8,889,394 | 7,307,619 | 5,106,111 | ||||||||||
| Michael A. Todman | 140,287,065 | 10,762,042 | 6,255,071 | 5,106,111 | ||||||||||
| Lawson E. Whiting | 140,231,643 | 10,246,624 | 6,825,911 | 5,106,111 | ||||||||||
Proposal 2: Advisory Vote on Executive Compensation
The Company's Class A common stockholders approved, on a nonbinding advisory basis, the compensation of the Company's Named Executive Officers. The following is a breakdown of the voting results:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 134,285,645 | 22,694,767 | 323,766 | 5,106,111 | ||||||||
Proposal 3: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2027
The Company's Class A common stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2027. The following is a breakdown of the voting results:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 161,754,059 | 394,078 | 262,152 | N/A | ||||||||
Item 7.01. Regulation FD Disclosure.
On July 23, 2026, the Company issued a press release announcing the voting results of the Annual Meeting and the approval by the Board of Directors of the Company’s regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished under 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"), or otherwise subject to the liabilities of that section, nor shall it 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
| Exhibit No. | Description | |||||||
99.1 | Brown-Forman Corporation Press Release dated July 23, 2026. | |||||||
| 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: July 23, 2026 | /s/ Michael E. Carr, Jr. | ||||
| Michael E. Carr, Jr. | |||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||
NEWS RELEASEFOR IMMEDIATE RELEASE
BROWN-FORMAN STOCKHOLDERS ELECT DIRECTORS
Board Approves Quarterly Cash Dividend
LOUISVILLE, KY – July 23, 2026 – Brown‑Forman Corporation (NYSE: BFA, BFB) stockholders convened today for their annual meeting, where they elected the slate of directors recommended by the Board of Directors, as submitted in the company’s 2026 Proxy Statement. The stockholders also approved the compensation of the company’s named executive officers on a non-binding advisory basis and ratified the selection of Ernst & Young LLP as Brown-Forman’s independent registered public accounting firm for fiscal 2027.
In a subsequent meeting, the Board of Directors approved a regular quarterly cash dividend of $0.2310 per share on its Class A and Class B Common Stock. The dividend is payable on October 1, 2026, to stockholders of record on September 3, 2026. Brown-Forman, a member of the S&P 500 Dividend Aristocrats, has paid regular quarterly cash dividends for 82 consecutive years and has increased the regular cash dividend for 42 consecutive years.
“Brown-Forman’s true strength has always been our ability to innovate for the future while honoring the legacy that built our company,” said Marshall B. Farrer, Chairman of the Board, Brown-Forman. “In a rapidly changing global market, we succeed by balancing near-term agility with long-term stewardship. Guided by our core values of integrity, respect, trust, teamwork, and excellence, we remain fully focused on creating sustainable, generational value for all shareholders and ensuring our founder's promise of 'Nothing Better in the Market' guides every chapter we write.”
President and CEO Lawson Whiting stated, “Brown-Forman’s enduring legacy is built on the strength of our world-class portfolio, our long-term performance mindset, and our timeless values. Above all, our longevity is a testament to our exceptional people worldwide, whose dedication and ingenuity bring our portfolio to life every single day.”
Commenting on his previously announced decision to retire upon the appointment of a successor, Whiting added, “We are entering this transition from a position of financial and operational strength, backed by a seasoned leadership team, an unmatched portfolio, and a global organization with immense depth and talent. As we look forward, our focus remains squarely on executing our near-term strategic priorities while maintaining the capital discipline required to drive consistent, long-term value for our shareholders.”
The succession process, led by the Corporate Governance and Nominating Committee of the Board and chaired by Tracy Skeans, will consider both internal and external candidates. To ensure business continuity, Whiting will remain available to serve in an advisory capacity for a period of time as needed following the appointment of a successor.
Brown-Forman:
Brown-Forman Corporation is a global leader in the spirits industry, responsibly building exceptional beverage alcohol brands for more than 155 years. Headquartered in Louisville, Kentucky, we are guided by our founding promise, “Nothing Better in the Market.” Our premium portfolio includes the Jack Daniel’s Family of Brands, Woodford Reserve, Old Forester, New Mix, el Jimador, Herradura, The Glendronach, Glenglassaugh, Benriach, Diplomático Rum, Gin Mare, Fords Gin, Chambord, and Slane. With approximately 4,900 employees worldwide, we proudly share our passion for fine-quality spirits in more than 170 countries. Learn more at brown-forman.com and stay connected with us on LinkedIn, Instagram, and X.
Contacts:
Elizabeth Conway, Director, External Communications
Elizabeth_Conway@b-f.com
Sue Perram, Vice President, Investor Relations
Sue_Perram@b-f.com
Important Information on Forward-Looking Statements:
This press release contains statements that are “forward-looking statements” as defined under U.S. federal securities laws. These forward-looking statements reflect management’s expectations or projections regarding future events and 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.
For further information on factors that could cause our actual results to differ materially from our historical experience or from our current expectations or projections, please refer to our public filings, including the “Risk Factors” section of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.
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