Not independent
Tenure on this board
10.1 yrs
11 nominees · 3 ballot items.
Stockholders will vote to elect eleven directors, approve on a non-binding advisory basis the compensation of the company’s named executive officers (say-on-pay), and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027.
Election of the eleven director nominees named in the Proxy Statement to serve until the next Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory (say-on-pay) vote to approve the compensation of Brown-Forman’s Named Executive Officers as disclosed in the Proxy Statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and all related tables and narrative. Management is seeking shareholder approval to validate its pay-for-performance framework, which relies on short-term incentives tied to organic net sales and adjusted organic operating income, and long-term incentives tied to three‑year relative TSR and adjusted operating income, with a mix of PBRSUs and SSARs. The request occurs in the context of a triennial say-on-pay cycle (the Company holds advisory votes every three years) and follows strong prior shareholder support; the Board says it will consider the vote’s outcome in future compensation decisions. The Compensation Committee emphasizes governance safeguards, such as an independent committee, use of an independent consultant, a comparator group for benchmarking, recoupment (clawback) policies, and stock ownership guidelines that aim to align executives with long‑term shareholder interests. The proxy also discloses transaction-related one-time recognitions and a one-time PBRSU designed to retain leadership during a multi-year transformation and M&A activity, which adds contextual complexity to this year’s pay mix. Management argues these elements ensure pay is tied to measurable company outcomes while enabling retention of critical talent during strategic initiatives; the Board therefore recommends a vote FOR. For an analyst, material considerations include the high proportion of at‑risk pay (significant weight on long‑term incentives), the peer groups and metrics used for performance, the discretionary one-time awards related to a contemplated transaction, and the Compensation Committee’s responsiveness to prior shareholder feedback. Potential counterarguments center on the size and timing of one-time awards and transaction-related recognition in a year with uneven operating results; the advisory vote gives shareholders a mechanism to signal approval or concern without binding effect. The Board’s rationale balances retention and incentive objectives against pay-for-performance principles and commits to considering shareholder feedback in future decisions.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Brown-Forman’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 14,672,328 | $388M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.9% | 13,325,235 | $352M |
| 3 | VAN ECK ASSOCIATES CORP | 2.7% | 12,358,531 | $327M |
| 4 | STATE STREET CORP | 2.2% | 9,995,297 | $267M |
| 5 | Invesco Ltd. | 1.7% | 7,962,321 | $211M |
| 6 | ProShare Advisors LLC | 1.3% | 5,985,443 | $158M |
| 7 | BlackRock, Inc. | 1.3% | 5,747,950 | $152M |
| 8 | FMR LLC | 1.2% | 5,362,412 | $142M |
| 9 | FMR LLC | 1.2% | 5,326,945 | $141M |
| 10 | Black Creek Investment Management Inc. | 1.1% | 5,258,106 | $139M |
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