Brown-Forman (BFB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 23, 2026, at Churchill Downs, Louisville, KY, with voting on directors, executive compensation, and auditor ratification.

• Board emphasizes balancing heritage with innovation, focusing on long-term value and generational success.

• Company returned $427 million in dividends and repurchased $400 million in stock during fiscal 2026.

• Fiscal 2026 saw a 1% decrease in reported net sales and a 10% decrease in reported operating income, with flat organic sales and a 2% organic operating income decline.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for fiscal 2027.

• Board recommends voting FOR all proposals.

• Shareholders may also vote on any other business properly brought before the meeting.

Board of directors and corporate governance

• Board consists of eleven nominees, including six independent directors, four Brown family members, and one management director.

• Chairman is a Brown family member; CEO and Chairman roles are separated.

• Board committees: Audit, Compensation, Corporate Governance and Nominating, and Executive.

• Board voluntarily maintains a majority of independent directors and fully independent Compensation and Audit Committees.

• Annual self-assessment and director tenure limits are in place.