BROWN FORMAN CORP
For the period ended Jan 23, 2024. Filed Jan 26, 2024.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jan 23, 2024 · Filed Jan 26, 2024
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Contents
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(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:
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock (voting), $0.15 par value | BFA | New York Stock Exchange |
| Class B Common Stock (nonvoting), $0.15 par value | BFB | New York Stock Exchange |
| 1.200% Notes due 2026 | BF26 | New York Stock Exchange |
| 2.600% Notes due 2028 | BF28 | New York Stock Exchange |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 23, 2024, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) amended and restated the Company’s Amended and Restated By-laws, effective January 23, 2024 (as so amended and restated, the “By-laws”) to remove the age limitation for Board member service.
The foregoing description is a summary of the amendment to the By-laws and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
| 3.1 | By-laws of the Company, as amended and restated effective January 23, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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