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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.
Brown-Forman Corporation reported that President and Chief Executive Officer Lawson Whiting has decided to retire after nearly 30 years with the company. His retirement will become effective upon the appointment of a successor, and he will remain available in an advisory capacity for a period of time to support a smooth transition.
The Board of Directors has begun a CEO search pursuant to its succession process, considering both internal and external candidates, led by the Corporate Governance and Nominating Committee chaired by Tracy Skeans. Wolf Pen Branch, which represents a controlling interest, expressed confidence in the company’s competitive position and in the Board’s process to identify the next CEO. The company also reiterated its previously disclosed fiscal 2027 outlook.
Brown-Forman Corp notified the New York Stock Exchange that the 1.200% Notes due 2026 have been removed from listing and/or registration under Section 12(b) of the Exchange Act. The Exchange and the issuer each certified compliance with the applicable withdrawal procedures under 17 CFR 240.12d2-2.
Brown-Forman Corporation has issued its 2026 proxy statement and notice of annual meeting. Stockholders of Class A common stock as of June 9, 2026 may vote at the in-person meeting on July 23, 2026 at Churchill Downs in Louisville, Kentucky.
Holders are asked to elect eleven directors, approve on an advisory basis the compensation of named executive officers, and ratify Ernst & Young LLP as independent auditor for fiscal 2027. The Board recommends voting FOR all three proposals.
Brown-Forman describes its controlled-company structure, with the Brown family holding a majority of Class A voting stock and four Brown family directors, alongside six independent directors and one management director. Governance features include a lead independent director, fully independent audit and compensation committees, and annual Board and committee self-assessments.
The company emphasizes pay-for-performance, using short- and long-term incentive plans tied to metrics such as organic net sales, organic operating income, and total shareholder return. In fiscal 2026, reported net sales decreased 1% and reported operating income decreased 10%, while Brown-Forman returned $427 million in dividends and repurchased $400 million of Class A and Class B shares.
Brown-Forman Corporation, a Delaware-based, family-controlled premium spirits company, outlines its global business, strategy, and risks in its annual report. The company sells more than 40 spirit and RTD cocktail brands, led by Jack Daniel’s Tennessee Whiskey, in over 170 countries.
The United States remains its largest market, accounting for 42% of net sales in fiscal 2026, with the remaining 58% generated internationally. Brown-Forman employs about 4,900 people on six continents and emphasizes responsible marketing, sustainability, and long-term value creation through its premium portfolio and strong cash-generating business model.
Brown-Forman reported softer fiscal 2026 earnings but much stronger cash generation. Full-year net sales slipped 1% to $3.93 billion, while operating income fell 10% to $1.00 billion and diluted EPS declined 17% to $1.53, hurt by higher impairment charges and lapping a prior-year gain.
Gross margin improved to 60.5% as mix and cost actions helped offset lower volumes, especially after ending the Korbel relationship and Sonoma-Cutrer transition services. Operating cash flow jumped to $1.0 billion and free cash flow to $893 million, enabling $827 million of dividends and buybacks.
Management expects fiscal 2027 conditions to remain challenging, guiding to roughly flat organic net sales and a 3%–5% decline in organic operating income, with planned capital spending of $60–$70 million and a projected tax rate of 20%–22%.
Wolf Pen Branch, LP and its general partner Wolf Pen Branch GP, LLC amended their Schedule 13D to update their stake in Brown-Forman’s Class A voting common stock. They now report beneficial ownership of 101,601,480 shares, representing 60.3% of the Class A shares outstanding.
The position includes 42,000,000 shares over which HoldCo has sole voting and dispositive power, and 59,601,480 "Proxy Shares" for which it holds irrevocable voting proxies from Brown family–related holders. Since the prior amendment, HoldCo has obtained additional irrevocable proxies covering 7,095,855 shares, bringing total Proxy Shares to 59,601,480 and further consolidating Brown family governance influence through HoldCo.
BROWN FORMAN CORP EVP/Pres., Americas Michael Andrew Masick reported routine equity compensation activity in Class B Common stock. On May 27, 2026, he received 611 shares at $0.00 per share as a grant tied to a July 27, 2023 award of performance-based restricted stock units that had a three-year performance period ending April 30, 2026.
To cover withholding obligations from this award, he surrendered 276 shares at a price of $25.94 per share, a tax-withholding disposition using the May 27, 2026 closing price of BF-B. After these transactions, he directly holds 1,264 Class B Common shares, adjusted for dividend reinvestment.
BROWN FORMAN CORP executive Michael E. Carr Jr., EVP, General Counsel and Secretary, reported routine equity compensation and related tax withholding in Class B common stock.
On May 27, 2026, he acquired 611 Class B Common shares at $0.00 per share as a grant connected to a July 27, 2023 award of performance-based restricted stock units that followed a three-year performance period ending April 30, 2026. To satisfy withholding obligations for this award, he surrendered 245 Class B Common shares at a value based on the $25.94 closing price of BF-B on May 27, 2026. After these transactions, his direct holdings in Class B Common were 615 shares, and he also held 425.7987 shares through the company’s 401(k) plan as of May 28, 2026.
Brown-Forman executive Christina M. Graven, EVP and Chief Strategy Officer, reported compensation-related share activity in Class B common stock. She received 1,346 shares on May 27, 2026, from a July 27, 2023 award of performance-based restricted stock units that vested after a three-year performance period ending April 30, 2026.
To cover tax withholding on this award, she surrendered 607 shares, valued using the $25.94 May 27, 2026 closing price of BF-B, as a tax-withholding disposition rather than an open-market sale. After these transactions, she directly holds 1,862 Class B shares.