Brown-Forman Corporation (NYSE:BF.A) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2018, Brown-Forman Corporation (the “Company”) announced certain leadership changes. In connection with those leadership changes, on May 14, 2018, the Company and Jill A. Jones, the Company’s Executive Vice President and President for North America, CCSA, IMEA, and Global Travel Retail, entered into a Letter Agreement (“Letter Agreement”) that provides for her service to the Company to continue until May 31, 2018, and the following compensatory arrangements. Ms. Jones will receive her salary (including a pro-rated holiday bonus), short- and long-term incentive compensation (with Company performance used as a proxy for her individual performance score), and all Company-paid benefits through May 31, 2018. In addition, the Company will provide Ms. Jones with a $656,185 transition payment paid semi-monthly over the 12 month period commencing June 1, 2018.

Ms. Jones will have until June 1, 2019, to exercise outstanding Class B common stock-settled stock appreciation rights (“SSARs”) that are vested and exercisable as of May 31, 2018.Unvested SSARs will vest according to the vesting schedule described in the applicable award agreements, and Ms. Jones will have 12 months following vesting to exercise these SSARs.

Class A common performance-based stock units for the three-year performance periods beginning May 1, 2016 and May 1, 2017, will be adjusted for actual Company performance and be paid at the same time and in the same manner as to active participants. Performance-based restricted stock for the three-year performance period beginning May 1, 2015, has completed its performance period and will be delivered to Ms. Jones within 60 days following May 31, 2018.

Under the terms of our long-term cash incentive program, all outstanding incentives issued in fiscal 2018 and prior years will be adjusted for actual Company performance and be paid at the same time and in the same manner as to active participants. Ms. Jones will also receive a pro-rated grant of her fiscal 2019 long-term incentive target of approximately $70,000 based on the number of months worked in fiscal 2019, which will be adjusted for actual Company performance and be paid at the same time and in the same manner as to active participants.

A description of our long-term cash and equity incentive programs is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2017, which description is incorporated by reference herein.

The Letter Agreement contains a release and covenant not to sue, as well as non-disparagement, confidentiality, non-competition, cooperation, and indemnification provisions. The foregoing summary of the Letter Agreement and its terms is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

BROWN FORMAN CORP Exhibit
EX-10.1 2 ex101-letteragreement.htm EXHIBIT 10.1 Exhibit May 14,…
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About Brown-Forman Corporation (NYSE:BF.A)

Brown-Forman Corporation is a spirit and wine company. The Company manufactures, bottles, imports, exports, markets and sells a range of alcoholic beverages. The Company has a portfolio of approximately 40 spirit, wine and ready-to-drink cocktail (RTD) brands. Its principal brands include Jack Daniel’s Tennessee Whiskey, Jack Daniel’s RTDs, Jack Daniel’s Tennessee Honey, Gentleman Jack Rare Tennessee Whiskey, Jack Daniel’s Tennessee Fire, Jack Daniel’s Single Barrel Collection, Jack Daniel’s Sinatra Select, Jack Daniel’s Winter Jack, Jack Daniel’s No. 27 Gold Tennessee Whiskey, Finlandia Vodkas, Finlandia RTDs, Korbel California Brandy, Woodford Reserve Kentucky Bourbons, el Jimador Tequilas, el Jimador New Mix RTDs, Herradura Tequilas, Canadian Mist Canadian Whisky, Sonoma-Cutrer California Wines, Early Times Kentucky Whisky and Bourbon, Chambord Liqueur, Old Forester Kentucky Bourbon, Antiguo Tequila, Pepe Lopez Tequila, Santa Dose Cachaca and Collingwood Canadian Whisky.