8-K


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):
January 28, 2016

Brown-Forman Corporation

(Exact Name of Registrant as Specified in its Charter)
                   

Delaware
 
002-26821
 
61-0143150
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

850 Dixie Highway, Louisville, Kentucky
 
40210
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





Item 7.01. Regulation FD Disclosure.

On January 28, 2016, Brown-Forman Corporation (the “Company”) issued a press release announcing that its Board of Directors has approved a new share repurchase program for up to $1 billion of the Company’s outstanding Class A and Class B common stock commencing April 1, 2016, through March 31, 2017, subject to market and other conditions. Under this new repurchase program, the Company can repurchase shares from time to time for cash in open market purchases, block transactions, and privately negotiated transactions, in accordance with applicable laws and regulations. The repurchase program does not obligate the Company to repurchase a minimum number of shares of Class A or Class B common stock, and the repurchase program may be modified, suspended, or terminated by the Company at any time without prior notice.

In addition, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.34 cents per share on its Class A and Class B common stock, payable on April 1, 2016, to stockholders of record on March 9, 2016.

A copy of the press release is furnished herewith as Exhibit 99.1. The information furnished pursuant to 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 (the “Exchange Act”), as amended, and shall not 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 January 28, 2016.






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: January 28, 2016
/s/ Michael E. Carr, Jr.
 
Michael E. Carr, Jr.
 
Assistant Vice President, Senior Attorney and Assistant Corporate Secretary




                        







EXHIBIT INDEX


 
Exhibit No.
 
Description
99.1
 
Brown-Forman Corporation Press Release dated January 28, 2016.