Brown Forman Corp 8-K, filed May 8, 2024
Brown Forman Corp (BF-B)
8-K
2024-05-08
For: 2024-05-06
View Original
Added on
April 04, 2026
About this 8-K
Brown Forman Corp filed this 8-K on May 8, 2024, reporting on events of May 6, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Thomas W. Hinrichs as President, Emerging International
On May 6, 2024, Thomas W. Hinrichs, President, Emerging International of Brown-Forman Corporation (the “Company”), informed the Company of his intention to retire effective June 30, 2024. Following Mr. Hinrichs' retirement, Michael A. Masick, who currently serves as the Company’s Managing Director for the Latin America, Africa, Ukraine, and the Commonwealth of Independent States markets, will become President, Emerging International effective July 1, 2024.
In connection with Mr. Hinrichs' retirement and in order to facilitate an efficient transition of leadership, on May 6, 2024, the Company entered into a consulting services agreement with Mr. Hinrichs (the “Services Agreement”). The Services Agreement has an initial term beginning on July 1, 2024 and ending on April 30, 2025. Pursuant to the Services Agreement, Mr. Hinrichs will provide certain consulting services to the Company on an as-needed basis. Pursuant to the Services Agreement, Mr. Hinrichs will be paid a monthly consulting fee of $127,000. The foregoing description of the Services Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Services Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In connection with the retirement of Mr. Hinrichs and the appointment of Mr. Masick, the Company issued a press release on May 8, 2024, a copy of which is attached as Exhibit 99.1 and incorporated by reference in Item 7.01 of this Current Report on Form 8-K.
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, as amended (the “Exchange Act”), 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 | |||||||
| Services Agreement, dated May 6, 2024, by and between Brown-Forman Corporation and Thomas W. Hinrichs. | ||||||||
| Brown-Forman Corporation Press Release dated May 8, 2024. | ||||||||
| 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: May 8, 2024 | /s/ Michael E. Carr Jr. | ||||
| Michael E. Carr Jr. | |||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||
Services Agreement
THIS SERVICES AGREEMENT ("Agreement"), dated as of May 6, 2024, and effective as of July 1, 2024, by and between Brown-Forman Corporation, a Delaware corporation, with an address of 850 Dixie Highway, Louisville, Kentucky 40210 ("Company"), and Thomas Hinrichs, an individual, with an address of [XXX] (“Contractor”).
A.Contractor has available expertise to provide consulting services related to the distribution and sales of Brown-Forman beverage alcohol products.
B.The parties desire that Contractor provide services to Company upon and subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the amounts paid to Contractor by Company, the rights mutually granted herein, and together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Term; Termination. The Services will begin on July 1, 2024 (“Start Date”), and, subject to the provisions of this Agreement, shall end on April 30, 2025.
2.Services.
2.1.Description. Contractor is hereby engaged to render the “Services” (for which Contractor has special expertise) as described in the Work Description and attached as an Exhibit and incorporated herein by reference. Contractor shall provide the Services at a level of quality commensurate with such guidelines as are communicated to Contractor by Company, Company’s policies, procedures and guidelines, and Company’s Code of Conduct, all of which Services shall be performed diligently and to the best of Contractor’s abilities.
2.2.Delivery of Completed Work. As requested by Company, Contractor shall deliver to Company completed Work Product, and, in any event, upon termination of the Agreement, Contractor shall deliver to Company all Work Product, whether complete or incomplete.
3.Compensation; Expenses. Contractor will invoice Company monthly for Services provided and expenses incurred through the date of such invoice. Provided that Contractor has complied fully with the terms hereof, the Company shall cause payment to be made to Contractor within 30 days of receipt of such invoice. The foregoing compensation is conditioned upon Contractor’s complete performance of his obligations and shall be deemed full compensation for the Services invoiced and for all rights granted to Company hereunder. Contractor’s expenditures for expenses to be charged to Company shall be standard and reasonable and follow the guidelines established by Company.
4.Conveyance and Exploitation of Rights. The result and proceeds of Contractor’s Services are hereby irrevocably transferred and assigned to Company, in perpetuity.
5.Contractor’s Representations & Warranties. Contractor represents and warrants to Company as follows:
5.1.Work Product. The Work Product constitutes one or more of the following: a) Contractor's sole, exclusive and original work; or b) a work to which Contractor controls, or has previously been granted the necessary licenses, consents and rights to enable Contractor to grant to Company the rights granted herein and no other third party licenses are needed. Otherwise, except as disclosed in writing to Company, no other person or entity worked on or contributed to the creation of the Work Product.
5.2.No License. No portion of the Work Product has been licensed to any other person or entity and there are and will be no liens, claims, or encumbrances on the Work Product, or any rights therein.
5.3.No Infringement. The Work Product does not and will not infringe upon or violate the copyright, trademark, patent, property right, right of privacy or publicity, or any other right of any person or entity, including without limitation, common law or statutory rights.
6.Taxes, Insurance, and Status of Parties.
6.1.Contractor’s Responsibility. Contractor shall be responsible for payment of all taxes relating to the Services.
6.2.Independent Contractor. The parties acknowledge that in performing their respective obligations hereunder, they are acting as independent contractors. Nothing herein shall be construed as creating an employment relationship between Contractor and Company. Contractor shall not be eligible for and will not receive or accrue any employment benefits such as vacation, sick pay, health or retirement benefits, or any insurance or other benefits to which Company’s employees are entitled. Subject to the provisions of this Agreement, Contractor will have control over the manner and means of its performance and shall provide all materials and instruments necessary for such performance. Except to the extent approved and authorized by the Company supervisor under whom Contractor will perform the Services, Contractor shall not be an agent or representative of Company and shall have no authority to, and shall not, act for Company or bind, or attempt to bind, Company in or under any contract or agreement or to otherwise obligate Company in any manner whatsoever.
7.Confidential Information; Ownership of Marks.
7.1. Confidentiality. Contractor shall maintain in strict confidence and shall not disclose to any person, or otherwise utilize or license, either during the term of this Agreement or at any time thereafter, any confidential information, data, trade secret or any other proprietary or confidential matter of which it becomes aware and which in any way relates to the business, financial or property affairs of Company or its subsidiaries or affiliates, without Company’s prior written consent. Contractor agrees that Company shall be entitled to obtain injunctive relief, without bond, for any breach or threatened breach of this Section.
7.2. Ownership and Control of Marks. With respect to the trademarks, service marks, trade names, trade dress, copyrights, designs, characters and logos which Contractor may use or encounter in connection with the performance of the Services, which may include intellectual property of third parties which Company has the right to use (collectively “Property”): (a) the Property is the Company’s or its subsidiary’s exclusive property; and (b) Contractor shall not commit any act or engage in any conduct which adversely affects the Property.
8. Assignment. Neither party shall assign its rights or delegate its duties hereunder without the non-assigning party's prior written consent, except that Company shall be entitled to freely assign this Agreement to any of its subsidiary or affiliated companies or to an entity purchasing or acquiring all or substantially all of Company’s assets. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns hereunder.
9.Miscellaneous. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and may not be modified or amended without each party's prior written approval. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver or continuing waiver of any other provision. The remedies provided for herein are not exclusive of any other remedies which may be
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available, and the election thereof by either party, shall not constitute an exclusive election thereof. This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Kentucky. The parties agree to submit to jurisdiction in Kentucky and agree that any cause of action arising under this Agreement must be brought exclusively in a court in Jefferson County, Kentucky. Should any provision or part of any provision of this Agreement be void or unenforceable, such provision, or part thereof, shall be deemed omitted, and this Agreement, with such provision or part thereof omitted, shall remain in full force and effect. The subject headings of the sections of this Agreement are included for purposes of convenience only, and shall not affect its construction or interpretation. This Agreement shall at all times be construed so as to carry out the purposes stated herein. In the event of a conflict between the terms, conditions or provisions of this Agreement and those of an Exhibit, those of this Agreement shall control unless expressly agreed otherwise in the Exhibit. The parties’ obligations which by their nature continue beyond termination, cancellation or expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. All notices hereunder shall be in writing and sent to the party’s address first listed above.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on the day and year first above written.
Brown-Forman Corporation (“Company”)
By: Lawson Whiting
Title: CEO, Brown-Forman Corporation
/s/ Lawson Whiting
(“Contractor”):
/s/ Thomas Hinrichs
Thomas Hinrichs
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EXHIBIT A
WORK DESCRIPTION
Description of Services and Deliverables:
Provide consulting services to the CEO on an as needed basis. This includes providing advice and counsel in the areas of international commercial strategy, emerging market commercial development, and emerging market operational effectiveness.
Provide consulting services to the incoming president of the Emerging International Division on an as needed basis. This includes providing advice and counsel in the areas of leadership transition, on any issues that arise in support of the transition, and emerging market business opportunities.
Fees/Hours/Schedule:
Contractor will be paid a monthly consulting fee of $127,000.
Contractor is expected to provide services on an as-needed and as-requested basis at Company’s discretion. Contractor acknowledges and agrees that the number of requested hours may vary, and there may be weeks when no Services will be requested.
Contractor will need to supply personal email address and work space for the duration of the services described herein.
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BROWN-FORMAN ANNOUNCES EMERGING INTERNATIONAL LEADERSHIP CHANGE
Michael Masick Named President, Emerging International; Thomas Hinrichs to Retire
May 8, 2024, LOUISVILLE, KY -- Brown-Forman Corporation (NYSE:BFA,BFB) announced today a change in its Emerging International leadership and Executive Leadership Team (ELT). Michael Masick will become President, Emerging International, and join the ELT, effective July 1. Thomas Hinrichs, who currently serves in this role, will retire from Brown-Forman after a 28-year career, effective June 30.
"Michael is well-versed in corporate, brand, and business strategy and is an exceptional strategic thinker. With his strong commercial and financial acumen and proven ability to navigate complexity and uncertainty, Michael exemplifies outstanding business leadership," said Lawson Whiting, President and CEO of Brown-Forman. "Michael is a passionate advocate for our people and culture. I look forward to working closely with him to grow our brands and business in the Emerging International markets.”
As President, Emerging International, Michael Masick will lead the long-term strategy for the region and drive growth in the company’s Emerging International markets, including Latin America, Asia, Australia, Pacific Islands, New Zealand, India, the Middle East, Ukraine, the Commonwealth of Independent States (CIS), Africa, and Global Travel Retail.
Masick has been part of Brown-Forman for more than 14 years, serving in a number of finance, strategy, and commercial leadership positions. He is currently the Managing Director for the Latin America, Africa, Ukraine, and the CIS markets.
In previous roles, Masick led the finance function for Developed Europe, based in Amsterdam, and was instrumental in the creation of Brown-Forman’s international strategy and Developed Europe’s regional strategy. As the leader of Corporate Development, he played a key role in the acquisitions of Slane Irish Whisky and The GlenDronach, Benriach, and Glenglassaugh single malt Scotch whiskies, as well as the divestiture of Southern Comfort and Tuaca. Masick also led global business strategy and analysis efforts for the Jack Daniel’s family of brands during a period of significant growth. Prior to joining Brown-Forman, Masick worked in investment banking in positions where he developed and honed his acquisition, finance, strategy, and analytics expertise.
Thomas Hinrichs joined Brown-Forman in 1996 as a marketing manager in Germany. During his 28-year tenure, his responsibilities have continuously expanded to reflect the critical role he has played in the company’s globalization efforts. His valued contributions and leadership successes resulted in him being named to the ELT in 2015. Over the course of his career, Hinrichs has served in a number of executive positions to include Executive Vice President, President, Emerging International; Senior Vice President, Managing Director, International; Vice President, Managing Director, Greater Europe; and Vice President, Regional Director, Northern Europe.
In these roles, Hinrichs has provided commercial leadership expertise for developed and emerging markets alike. Additionally, he has been instrumental in designing and implementing evolved routes-to-consumer models and developing leaders and teams that have enabled Brown-Forman’s international growth.
“Thomas has been an invaluable asset to Brown-Forman’s global expansion, leaving a positive mark on countless people and places. His influence spans nearly three decades and will undoubtedly propel our continued growth long after his tenure,” said Whiting. “There are numerous leadership traits for which Thomas will long be remembered. He has made a lasting impact on Brown-Forman’s business and culture through his thoughtful and inclusive presence, generous and kind spirit, deep commercial acumen, and resounding commitment to the company’s success.”
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About Brown-Forman
For more than 150 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel's Tennessee Whiskey, Jack Daniel's Ready-to-Drinks, Jack Daniel's Tennessee Honey, Jack Daniel's Tennessee Fire, Jack Daniel's Tennessee Apple, Gentleman Jack, Jack Daniel's Single Barrel, Woodford Reserve, Old Forester, Coopers’ Craft, The GlenDronach, Benriach, Glenglassaugh, Slane, Herradura, el Jimador, New Mix, Korbel, Chambord, Fords Gin, Gin Mare, and Diplomático Rum. Brown-Forman’s brands are supported by approximately 5,600 employees globally and sold in more than 170 countries worldwide. For more information about the company, please visit brown-forman.com. Follow us on LinkedIn, Instagram, and X, formerly Twitter.
Important Information on Forward-Looking Statements:
This press release contains statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “can,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “pursue,” “see,” “seek,” “should,” “will,” “would,” and similar words indicate forward-looking statements, which 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. These risks and uncertainties include, but are not limited to:
●Our substantial dependence upon the continued growth of the Jack Daniel's family of brands
●Substantial competition from new entrants, consolidations by competitors and retailers, and other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks
●Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher fixed costs
●Disruption of our distribution network or inventory fluctuations in our products by distributors, wholesalers, or retailers
●Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; further legalization of marijuana; bar, restaurant, travel, or other on-premise declines; shifts in demographic or health and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation
●Production facility, aging warehouse, or supply chain disruption
●Imprecision in supply/demand forecasting
●Higher costs, lower quality, or unavailability of energy, water, raw materials, product ingredients, or labor
●Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value
●Impact of health epidemics and pandemics, and the risk of the resulting negative economic impacts and related governmental actions
●Unfavorable global or regional economic conditions and related economic slowdowns or recessions, low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations
●Product recalls or other product liability claims, product tampering, contamination, or quality issues
●Negative publicity related to our company, products, brands, marketing, executive leadership, employees, Board of Directors, family stockholders, operations, business performance, or prospects
●Failure to attract or retain key executive or employee talent
●Risks associated with being a U.S.-based company with a global business, including commercial, political, and financial risks; local labor policies and conditions; protectionist trade policies, or economic or trade sanctions, including additional retaliatory tariffs on American whiskeys and the effectiveness of our actions to mitigate the negative impact on our margins, sales, and distributors; compliance with local trade practices and other regulations; terrorism, kidnapping, extortion, or other types of violence; and health pandemics
●Failure to comply with anti-corruption laws, trade sanctions and restrictions, or similar laws or regulations
●Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar
●Changes in laws, regulatory measures, or governmental policies, especially those affecting production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products
●Tax rate changes (including excise, corporate, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur
●Decline in the social acceptability of beverage alcohol in significant markets
●Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products
●Counterfeiting and inadequate protection of our intellectual property rights
●Significant legal disputes and proceedings, or government investigations
●Cyber breach or failure or corruption of our key information technology systems or those of our suppliers, customers, or direct and indirect business partners, or failure to comply with personal data protection laws
●Our status as a family “controlled company” under New York Stock Exchange rules, and our dual-class share structure
For further information on these and other risks, 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.