<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BROWN-FORMAN CORPORATION
.............................................................................
(Name of Registrant as Specified In Its Charter)
BROWN-FORMAN CORPORATION
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: _/
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
......................................................
2) Form, Schedule or Registration Statement No.:
......................................................
3) Filing Party:
......................................................
4) Date Filed:
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Notes:
<PAGE>
[BROWN-FORMAN CORP LOGO]
P.O. BOX 1080 LOUISVILLE, KENTUCKY 40201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Brown-Forman Corporation will hold its annual meeting for holders of its Class A
Common Stock IN THE BROWN-FORMAN CONFERENCE CENTER AT THE CORPORATE OFFICES AT
850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY, AT 10:00 A.M., LOUISVILLE TIME (EDT),
ON JULY 28, 1994, to elect a board of nine directors to hold office until the
next annual stockholders' meeting (or until their successors are duly elected
and qualified), and to transact such other business as may properly come before
the meeting.
Only holders of shares of Class A Common Stock of record on the Corporation's
books at the close of business June 17, 1994, may vote at the meeting. The
stock transfer books will not be closed.
All Class A stockholders are asked to be represented at the meeting either in
person or by proxy. IF YOU CANNOT ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. ONLY CLASS A
STOCKHOLDERS ARE ENTITLED TO VOTE AT THE MEETING; PROXIES ARE NOT SOLICITED FROM
CLASS B STOCKHOLDERS.
A copy of the Corporation's Annual Report for the fiscal year ended April 30,
1994, is enclosed.
Louisville, Kentucky By Order of the Board of Directors
July 5, 1994 Michael B. Crutcher
Secretary
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PROXY STATEMENT...................................................... 1
PURPOSE............................................................ 1
VOTING SECURITIES.................................................. 1
VOTING RIGHTS...................................................... 1
ELECTION OF DIRECTORS................................................ 1
CERTAIN STANDING COMMITTEES........................................ 2
DIRECTORS' MEETINGS................................................ 2
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION........ 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....... 3
VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS............. 3
EQUITY SECURITY OWNERSHIP OF MANAGEMENT............................ 4
EXECUTIVE COMPENSATION............................................... 5
COMPENSATION COMMITTEE REPORT...................................... 5
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS..................... 5
THE MOST SENIOR OFFICERS......................................... 5
OTHER EXECUTIVES................................................. 6
COMPLIANCE WITH TAX LAW LIMITS ON DEDUCTIBILITY OF COMPENSATION.. 6
CONCLUSION....................................................... 7
SUMMARY COMPENSATION TABLE......................................... 8
RESTRICTED STOCK PLAN: SHARES AWARDED, VESTED, AND OUTSTANDING.... 9
STOCK APPRECIATION RIGHTS ("SAR'S") PAID DURING FISCAL 1994
AND YEAR-END VALUE TABLE AS OF APRIL 30, 1994.................... 10
PLAN DESCRIPTIONS.................................................. 10
RETIREMENT PLANS................................................. 10
SAVINGS PLAN..................................................... 11
FLEXIBLE REIMBURSEMENT PLAN...................................... 11
MANAGEMENT INCENTIVE COMPENSATION PLAN........................... 12
RESTRICTED STOCK PLAN............................................ 12
STOCK APPRECIATION RIGHTS PLAN................................... 13
DIRECTOR COMPENSATION.............................................. 13
TRANSACTIONS WITH MANAGEMENT......................................... 13
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
BROWN-FORMAN CORPORATION, S&P 500 INDEX, AND PEER GROUPS............ 13
APPOINTMENT OF INDEPENDENT ACCOUNTANTS............................... 14
OTHER PROPOSED ACTION................................................ 14
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING........................ 15
</TABLE>
-i-
<PAGE>
BROWN-FORMAN CORPORATION
850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY 40210
PROXY STATEMENT
PURPOSE. The Board of Directors of Brown-Forman Corporation (the "Corporation")
is sending you this proxy statement in connection with the solicitation of
proxies for use at the annual meeting of stockholders to be held on July 28,
1994, in the Brown-Forman Conference Center at the corporate offices at 850
Dixie Highway, Louisville, Kentucky 40210. THE ENCLOSED PROXY RELATING TO THE
MEETING IS SOLICITED ON BEHALF OF THE CORPORATION'S BOARD OF DIRECTORS; THE
CORPORATION WILL PAY ALL SOLICITATION COSTS. Beginning on or about July 5,
1994, the Corporation will solicit proxies by mail. After that, employees may
solicit proxies by mail, phone, fax, or in person, but without extra
compensation. The Corporation may reimburse banks, brokers, nominees, and other
fiduciaries for their reasonable charges and expenses incurred in forwarding
proxy materials to their principals.
VOTING SECURITIES. The Corporation's Certificate of Incorporation provides that
the holders of shares of Class A Common Stock have exclusive power to elect
directors and to vote on other questions, except as provided by Delaware law.
As of the record date, June 17, 1994, the Corporation had 28,988,091 shares of
$.15 par value Class A Common Stock outstanding.
VOTING RIGHTS. Only holders of shares of the Corporation's Class A Common Stock
of record on its books at the close of business on June 17, 1994, may vote at
the meeting. If you were a stockholder as of the June 17 record date, you are
entitled to one vote for each share standing of record in your name. You may
vote your shares either in person or by duly authorized proxy. Giving a proxy
will not affect your right to vote your shares if you attend the meeting and
desire to vote in person. You may revoke a proxy at any time before it is
voted, but only if the Corporation's Secretary gets written notice of your
revocation before it is voted. All shares represented by effective proxies on
the enclosed form received by the Corporation will be voted at the meeting (or
any adjourned meeting) in accordance with the proxies' terms.
ELECTION OF DIRECTORS
At its May meeting, the Board of Directors approved the creation of another seat
on the board, bringing the total to nine. Mr. Richard P. Mayer, Chairman and
Chief Executive Officer of Kraft General Foods North America, has been nominated
as the new director. At the Annual Meeting, all nine directors are to be
elected, each to hold office until the next annual election of directors, or
until a successor has been elected and qualified. The persons named as proxies
will vote the enclosed proxy FOR the election of nominees listed below, unless
you direct them on the proxy to withhold such vote. If, before the meeting, any
nominee becomes unable to serve, then the persons named as proxies will vote the
proxy for a substitute (unless otherwise directed).
The nominees for directors of the Corporation, their respective ages as of April
30, 1994, the years in which they began their service as directors, their
business experience, and other directorships they currently hold are as follows:
GEO. GARVIN BROWN III/1/, age 50, director since 1971. Chairman of
Transportation Technology International, Inc. since 1988.
OWSLEY BROWN II/1/, age 51, director since 1971. President of the Corporation
since 1987; Chief Executive Officer of the Corporation since July, 1993. Other
directorships include LG&E Energy Corp.; Louisville Gas and Electric Company;
NACCO Industries, Inc.; and Hilliard Lyons Trust Company.
W.L. LYONS BROWN, JR./1/, age 57, director since 1964. Chairman of the Board of
the Corporation since May, 1983; Chief Executive Officer of the Corporation
from May, 1983, until July, 1993. Other directorships include Pennzoil Company.
<PAGE>
OWSLEY BROWN FRAZIER/1/, age 58, director since 1964. Vice Chairman of the
Corporation since 1983. Other directorships include Liberty National Bancorp,
Inc., Liberty National Bank and Trust Co. of Louisville.
RICHARD P. MAYER, age 54, nominee for the new seat on Board of Directors.
Chairman and Chief Executive Officer, Kraft General Foods North America, since
1989. Other directorships include National City Bank - Kentucky.
STEPHEN E. O'NEIL, age 61, director since 1978. Principal, The O'Neil Group,
New York, New York, since May, 1991; Partner, Mishkin, O'Neil & McAllister, New
York, New York, from 1988 to 1991; Private investor from 1981 to 1988. Other
directorships include Alger American Fund, Inc.; Alger Fund, Inc.; Castle
Convertible Fund, Inc.; NovaCare, Inc.; Predex Corporation; Spectra Fund, Inc.;
and Syntro Corporation.
JOHN S. SPEED, age 66, director since 1976. Consultant, Johnson & Higgins of
Kentucky, Inc. since March, 1988; Vice President, Secretary and Treasurer,
Capital Holding Corporation (now Providian Corporation), from December, 1980,
to March, 1988. Other directorships include Beaver Dam Coal Co.
WILLIAM M. STREET, age 55, director since 1971. Vice Chairman of the
Corporation since 1987. Other directorships include National City Bank -
Kentucky.
JAMES S. WELCH, age 64, director since 1976. Partner, Ogden Newell & Welch,
Louisville, Kentucky, since 1959. Other directorships include Hilliard Lyons
Trust Company.
_____________
/1/ W.L. Lyons Brown, Jr. and Owsley Brown II are brothers, and are first
cousins of Geo. Garvin Brown III and Owsley Brown Frazier, who are also
first cousins. Each of these relatives may be deemed "control" persons
of the Corporation by reason of their beneficial ownership of voting
securities.
CERTAIN STANDING COMMITTEES. Among other standing committees of the Board of
Directors, the Corporation has an Audit Committee and a Compensation Committee,
both of which in the last fiscal year were composed of outside directors Stephen
E. O'Neil, John S. Speed, and James S. Welch.
The Audit Committee: (a) recommends to the Board of Directors the engagement of
independent auditors; (b) reviews the Corporation's policies and procedures on
maintaining its accounting records and the adequacy and implementation of its
internal controls; (c) reviews management's implementation of recommendations
made by the independent auditors and internal auditors; and (d) considers and
approves the range of audit and non-audit services performed by independent
auditors and fees for such services. The Audit Committee met twice during
fiscal 1994.
The Compensation Committee sets the compensation of the Corporation's most
highly paid officers and administers the Restricted Stock Plan. It met five
times during fiscal 1994.
The Board of Directors has no standing nominating committee.
DIRECTORS' MEETINGS. The Board of Directors met ten times during the last
fiscal year. Each incumbent director attended at least 75% of the aggregate
number of Board and committee meetings held in fiscal 1994, during the periods
when he was a director and served on such committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. James S. Welch, a
member of the Compensation Committee, is a partner in Ogden Newell & Welch, a
Louisville law firm which the Corporation retained during fiscal 1994 and which
the Corporation has also retained in fiscal 1995. See "Transactions with
Management" on page 13.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
VOTING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table
shows, as of April 30, 1994, each person known to management to be the
beneficial owner of more than 5% of the Corporation's Class A Common Stock, its
only class of voting securities. (Note that all numbers have been adjusted to
reflect the three-for-one stock dividend paid on May 20, 1994, to stockholders
of record as of May 14, 1994.) "Beneficial ownership" includes shares over
which the named beneficial owner had sole voting or investment power and shares
over which voting and investment powers were shared with others. AS A RESULT,
THE SAME SHARES MAY BE SHOWN AS BEING OWNED BY MORE THAN ONE PERSON. These
beneficial owners share voting and investment powers as members of advisory
committees of certain trusts of which corporate fiduciaries act as trustees.
W.L. Lyons Brown, Jr., Owsley Brown II, and Ina B. Bond are three of the eight
trustees of the W.L. Lyons Brown Foundation, which owns 34,353 shares of Class A
Common Stock; these shares are included under "Shared Voting and Investment
Power" for each person. Counting such shares only once, the aggregate number of
shares of Class A Common Stock beneficially owned by the named persons is
19,975,881 shares, or 68.9% of the outstanding shares of such stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------
SHARED VOTING
NAME AND ADDRESS SOLE VOTING AND AND PERCENT
OF BENEFICIAL OWNER INVESTMENT POWER INVESTMENT POWER TOTAL OF CLASS
======================================================================================
<S> <C> <C> <C> <C>
W.L. LYONS BROWN, JR. 790,491 13,732,275 14,522,766 50.1%
850 Dixie Highway
Louisville, Kentucky
- - --------------------------------------------------------------------------------------
OWSLEY BROWN FRAZIER 817,311 11,345,730 12,163,041 42.0%
850 Dixie Highway
Louisville, Kentucky
- - --------------------------------------------------------------------------------------
DACE BROWN FARRER 0 9,167,370 9,167,370 31.6%
Hillcrest Farm
Prospect, Kentucky
- - --------------------------------------------------------------------------------------
OWSLEY BROWN II 796,314 4,736,748 5,533,062 19.1%
850 Dixie Highway
Louisville, Kentucky
- - --------------------------------------------------------------------------------------
INA B. BOND 979,149 3,416,511 4,395,660 15.2%
8215 West U.S. Highway 42
Skylight, Kentucky
- - --------------------------------------------------------------------------------------
ROBINSON S. BROWN, JR. 188,466 2,720,718 2,909,184 10.0%
5208 Avish Lane
Harrods Creek, Kentucky
- - --------------------------------------------------------------------------------------
HARRY S. FRAZIER 568,830 2,130,189 2,699,019 9.3%
4810 Cherry Valley Road
Prospect, Kentucky
- - --------------------------------------------------------------------------------------
LAURA LEE LYONS BROWN 514,629 1,518,921 2,033,550 7.0%
7001 U.S. Highway 42
Louisville, Kentucky
======================================================================================
</TABLE>
3
<PAGE>
EQUITY SECURITY OWNERSHIP OF MANAGEMENT. The following table shows the
beneficial ownership as of April 30, 1994, by each director and director
nominee, and by all directors and executive officers as a group, of the
Corporation's Class A and Class B Common Stock. (Note that all numbers have
been adjusted to reflect the three-for-one stock dividend paid on May 20, 1994,
to stockholders of record as of May 14, 1994.) For a description of the capacity
in which shared voting or investment powers were held, see "Voting Security
Ownership of Certain Beneficial Owners" on page 3. As of April 30, 1994, no
directors had any beneficial ownership interest in the Corporation's 4%
Cumulative Preferred Stock, the Corporation's only other class of equity
securities.
<TABLE>
<CAPTION>
======================================================================================================
CLASS A COMMON STOCK CLASS B COMMON STOCK
---------------------------------- -----------------------------------
NAME NUMBER OF SHARES PERCENT OF CLASS NUMBER OF SHARES PERCENT OF CLASS
=======================================================================================================
<S> <C> <C> <C> <C>
GEO. GARVIN BROWN III 1,345,026 4.6% 73,473 *
- - -------------------------------------------------------------------------------------------------------
OWSLEY BROWN II 5,533,062 19.1% 4,755,588 11.9%
- - -------------------------------------------------------------------------------------------------------
W.L. LYONS BROWN, JR. 14,522,766 50.1% 13,298,556 33.2%
- - -------------------------------------------------------------------------------------------------------
OWSLEY BROWN FRAZIER 12,163,041 42.0% 8,283,042 20.7%
- - -------------------------------------------------------------------------------------------------------
RICHARD P. MAYER 0 * 9,000 *
- - -------------------------------------------------------------------------------------------------------
STEPHEN E. O'NEIL 6,750/1/ * 4,590 *
- - -------------------------------------------------------------------------------------------------------
JOHN S. SPEED 4,500 * 1,800 *
- - -------------------------------------------------------------------------------------------------------
WILLIAM M. STREET/2/ 576,939 2.0% 87,093 *
- - -------------------------------------------------------------------------------------------------------
JAMES S. WELCH 6,600/3/ * 0 *
- - -------------------------------------------------------------------------------------------------------
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP/4/ 20,055,006 69.2% 13,655,859 34.1%
=======================================================================================================
</TABLE>
* Denotes less than 1%.
/1/ Includes 3,690 shares owned by The O'Neil Foundation, of which Mr. O'Neil
is President. Mr. O'Neil disclaims beneficial ownership of such shares.
/2/ Totals include 263,079 shares of Class A Common Stock and 80,649 shares
of Class B Common Stock registered in the name of Frances W. Street, from whom
William M. Street holds a general power of attorney.
/3/ Includes 1,800 shares owned by Mr. Welch's wife. Mr. Welch disclaims
beneficial ownership of such shares.
/4/ In computing the aggregate number of shares and percentages owned by
directors and executive officers as a group, shares have been counted only once.
Executive officers, directors, and beneficial owners of more than 10% of the
Corporation's Class A Common Stock are required to file reports of changes in
ownership of the Corporation's stock pursuant to Section 16(a) of the Securities
Exchange Act of 1934. The Corporation has reviewed such reports received by it
and written representations from such persons who are known to the Corporation.
Based solely on such review, the Corporation believes that during the year ended
April 30, 1994, all filing requirements were met, except that Dace Brown Farrer
was late in filing two Statements of Changes in Beneficial Ownership on Form 4,
reflecting three separate sales of Class B stock. Since October 1993, Malcolm
Jozoff has served as Chairman and Chief Executive Officer of Lenox,
Incorporated, a wholly-owned subsidiary of Brown-Forman Corporation. In July
1993, in connection with a civil proceeding brought by the Securities and
Exchange Commission, Mr. Jozoff consented, without admitting or denying the
allegations, to the entry of an order enjoining him from violating Section 10(b)
of the Securities Exchange Act of 1934.
4
<PAGE>
EXECUTIVE COMPENSATION
The following sections of this Proxy Statement set forth and discuss the
compensation paid or awarded during the last three fiscal years to the
Corporation's five most highly compensated executive officers (the "Named
Executive Officers") at the end of fiscal 1994. The Named Executive Officers
and their compensation are shown on the Summary Compensation Table on page 8.
All plans referred to are described under "Plan Descriptions," beginning on page
10.
COMPENSATION COMMITTEE REPORT
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS: The Corporation's compensation
objectives for its Named Executive Officers are the same as those set for all
salaried employees: first, to offer sufficient compensation to attract and
retain high-quality talent; and second, to tie bonus potential to the
Corporation's financial performance. Total compensation is set based on market
forces and on the Corporation's financial performance and is intended to make
the Corporation competitive with comparable companies.
The Compensation Committee (the "Committee"), made up of three non-employee
Directors, met five times during fiscal 1994 to review compensation
recommendations prepared by corporate staff and distributed before each meeting.
THE MOST SENIOR OFFICERS: At its July meeting, the Committee reviewed
compensation recommendations for Owsley Brown II, W.L. Lyons Brown, Jr., William
M. Street, and Owsley Brown Frazier. (Mr. Bridendall's compensation is
discussed below.) Because these four senior officers worked together as the
Executive Committee, the Committee considered market comparisons and other
financial data for them primarily as a group and secondarily as individuals.
The Corporation currently offers these executives a compensation package
consisting of salary (approximately 45% of total compensation), an annual bonus
based on reaching earnings per share ("EPS") goals (approximately 28% of total
compensation), and deferred compensation consisting of restricted stock
(approximately 27% of total compensation). Restricted stock awards are also
based on achieving pre-set levels of EPS performance for a given fiscal year,
although the ultimate value of these awards depends on how the stock performs
over four years.
For the purposes of setting total compensation, the Committee considers survey
data provided by outside compensation consulting companies, and focuses
specifically on two peer groups. One peer group comprises approximately 50
industrial companies surveyed by The Hay Group, chosen to approximate the
Corporation's size, regardless of industry. Representative companies in that
peer group include General Signal Corporation, McGraw-Hill, Inc., and Murphy Oil
Corporation. The other peer group comprises 27 consumer products companies
surveyed by Hewitt Associates, chosen to reflect the type of companies from
which the Corporation typically recruits executives. Representative companies
in that group include Adolph Coors Company, The Clorox Company, Hershey Foods
Corporation, and The Seagram Company Ltd. (These peer groups differ from the
Performance Graph peer groups shown on page 13 of this Proxy Statement
primarily because they comprise companies which participate in Hay and Hewitt
compensation surveys; some of the companies in the published indices used as
peer groups in the Performance Graph do not participate in those surveys.)
Market compensation data are projected to November 1, the Corporation's fiscal
year mid-point.
As a matter of policy, the Committee sets total compensation for the most senior
officers at a targeted level slightly more than the market to attract and retain
executives with a high level of competence. In setting compensation for those
senior officers for fiscal 1994, the Committee considered, among other things:
(a) U.S. inflation (approximately 2.4% during fiscal 1994); (b) percentage
compensation increases for employees not participating in the bonus program
(which averaged in the 4% to 5% range); and (c) the performance of the
Corporation's EPS during the previous fiscal year. The Committee also
considered that, over the previous five
5
<PAGE>
years, the Corporation's operating income increased 33%, net income increased
51%, and EPS increased 74% (against a background of a 15% decline in the per
capita consumption of distilled spirits in the United States, an 8% increase in
the federal excise tax on distilled spirits, and the serious financial troubles
of major department stores which market the Corporation's consumer durables).
At its July 1993 meeting, the Committee set total compensation for fiscal 1994.
At that time, actual compensation for the Corporation's four senior officers was
6.2% below the targeted "market" compensation level. The Committee granted each
of the four senior officers, including the then CEO, a 4.5% increase in total
compensation. At its September 1993 meeting, the Committee granted promotion
increases of 20% to Owsley Brown II, 15% to William M. Street, and 5% to Owsley
Brown Frazier, to reflect the additional management responsibilities which these
officers assumed following Owsley Brown II's succession as Chief Executive
Officer. The Committee set Owsley Brown II's total compensation for fiscal 1994
at 9.5% below the average of the targeted levels for chief executive officers in
the two surveys, Hay and Hewitt, on which the Committee relies.
OTHER EXECUTIVES: For all other executives, including Mr. Bridendall, the
Management Salary Committee (Owsley Brown II, William M. Street, and Owsley
Brown Frazier) sets salaries and eligibility for participation in the Management
Incentive Compensation Plan. For those executives, the Management Salary
Committee also recommends awards according to the terms of the Restricted Stock
Plan, and the Compensation Committee takes final action on those
recommendations.
COMPLIANCE WITH TAX LAW LIMITS ON DEDUCTIBILITY OF COMPENSATION: A recent
federal tax law limits to $1 million the amount of annual compensation the
Corporation may deduct for federal income tax purposes when paid to a Named
Executive Officer. The new law does, however, allow the Corporation to deduct
compensation over $1 million if it is "performance based."
All of fiscal 1994 compensation was deductible. For fiscal 1995, however, the
Committee concluded that it was impractical to qualify the bonus plan elements
under the new law as "performance based" compensation before the end of April
1994. Under proposed regulations then in effect, the Committee would have had
to:
(a) set performance goals for the Management Incentive Compensation Plan
("MICP") and the Restricted Stock Plan ("RSP"), both of which base awards
on achieving annual goals, not only before the beginning of fiscal 1995 but
also before the Board had established the Corporation's operating budget;
and
(b) eliminate its discretion to adjust awards to reflect unusual events such as
the adoption of new mandated accounting standards or higher federal income
or excise tax rates.
The Committee decided that, at that time, it was neither prudent nor appropriate
to make such changes for fiscal 1995. However, the Committee wants to qualify
the Corporation's plans to permit full tax deductibility in fiscal 1996. There
is some chance that regulatory relief may remove the most onerous constraints,
thereby permitting compliance and full deductibility for fiscal 1995, as well.
Towards that end, the Committee at its March 1994 meeting asked management to
seek regulatory relief under final regulations to be adopted by the IRS to
permit the MICP and RSP to qualify as "performance based" compensation not
subject to the million dollar cap. As a result of efforts of the Corporation
and many other commentators, the IRS in early June relaxed its requirements that
performance targets be set in advance; instead, it has allowed issuers 90 days
into their fiscal years to set targets. Other changes could take place before
the regulations become final. Therefore, the Committee is waiting until then
(or April 1995, whichever comes first) to finalize compliance decisions. The
Committee expects that shareholders will need to approve the MICP at next year's
annual meeting; shareholder approval will then be necessary to qualify
compensation awarded under the MICP as "performance based."
6
<PAGE>
CONCLUSION: The Committee believes that the Corporation's actual executive
compensation levels are consistent with targeted competitive levels in the
market, and that compensation increases for fiscal 1994 were granted in a
prudent manner.
Stephen E. O'Neil, Chairman John S. Speed James S. Welch
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
=======================================================================================================
ANNUAL LONG TERM COMPENSATION
COMPENSATION ------------------------------
-------------------- AWARDS PAYOUTS
------------------------------
FY STOCK LONG TERM ALL OTHER
ENDING APPRECIATION INCENTIVE COMPEN-
APRIL SALARY BONUS (1) RIGHTS (2) PAYMENTS (3) SATION (4)
NAME AND PRINCIPAL POSITIONS 30, ($) ($) (#) ($) ($)
========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
OWSLEY BROWN II 1994 562,067 1,052,584 0 21,432 12,451
President and Chief 1993 398,874 601,350 13,782 40,942 10,685
Executive Officer 1992 382,584 591,748 11,073 106,468
========================================================================================================
W.L. LYONS BROWN, JR. 1994 559,388 673,166 0 21,432 13,006
Chairman 1993 533,296 601,350 13,782 42,119 12,015
1992 511,516 591,748 11,073 108,782
========================================================================================================
WILLIAM M. STREET 1994 447,585 787,828 0 13,628 10,462
Vice Chairman; President 1993 398,874 400,924 8,766 29,391 9,638
and Chief Executive Officer, 1992 382,585 400,709 7,041 76,358
Brown-Forman Beverages
Worldwide
=========================================================================================================
OWSLEY BROWN FRAZIER 1994 339,150 475,160 0 10,763 9,073
Vice Chairman 1993 311,150 274,140 6,915 22,619 8,462
1992 298,443 284,671 5,556 48,744
========================================================================================================
JOHN P. BRIDENDALL 1994 280,969 288,571 0 5,033 37,413
Senior Vice President; 1993 264,239 232,470 4,407 15,684 27,491
Director of Corporate 1992 240,280 200,837 3,231 33,148
Development
========================================================================================================
</TABLE>
(1) The "Bonus" column includes both current and deferred compensation: (a)
cash awards under the Management Incentive Compensation Plan; (b) the value
(as of the end of the fiscal year) of restricted stock awarded under the
Restricted Stock Plan; and (c) for 1992 and 1993, the guaranteed portion of
Market Value Units (now discontinued). (Plans are discussed below.) The
1994 bonuses shown are estimates; actual bonuses, including restricted
stock awards, are finalized after each year's proxy statement is published.
The Corporation pays dividends to holders of restricted stock at the same
rates as it pays dividends on its unrestricted stock. See the table on
page 9 for shares of Class A and Class B Common Stock awarded to these
executive officers, the number of shares which vested during the last three
fiscal years, and the number of restricted shares outstanding at the end of
each of the last three fiscal years.
(NOTE THAT THIS TABLE IS DIFFERENT FROM THE ONE IN LAST YEAR'S PROXY
STATEMENT BECAUSE THE SECURITIES AND EXCHANGE COMMISSION NOW REQUIRES
ISSUERS TO REPORT ALL BONUSES ON THIS TABLE AS ANNUAL COMPENSATION IF THE
PERFORMANCE PERIOD ON WHICH THE BONUS IS BASED IS ONE FISCAL YEAR OR LESS.
THE TOTAL VALUE OF RESTRICTED STOCK AWARDED APPEARS IN THIS COLUMN, EVEN
THOUGH IT VESTS ONE-THIRD EACH AT THE END OF THE SECOND, THIRD, AND FOURTH
YEARS OF EMPLOYMENT AFTER THE AWARD.)
For fiscal 1994, the following Named Executive Officers received deferred
bonus compensation in the form of restricted stock, estimated to be valued
as of April 30, 1994, as follows: Owsley Brown II, $530,356; William M.
Street, $396,515; Owsley Brown Frazier, $254,940; and John P. Bridendall,
$119,693. Instead of a 1994 restricted stock award, W.L. Lyons Brown, Jr.,
received a stream of payments totalling $334,327.
(2) No SAR's were awarded in fiscal 1994, because the SAR Plan was
discontinued. Incentive compensation formerly awarded under the SAR Plan
has been shifted to the Restricted Stock Plan. Figures for 1992 and 1993
are adjusted for the three-for-one stock split effective in May 1994. See
table below for SAR exercises and year-end value.
8
<PAGE>
(3) Represents the payout of Stock Appreciation Rights and, for 1992 and 1993,
the long term portion of Market Value Units (now discontinued) paid out
under the Corporation's Management Incentive Compensation Plan. Incentive
compensation formerly awarded as Market Value Units has been shifted to the
Restricted Stock Plan.
(4) Represents the Corporation's contributions to its 401(k) plan on behalf of
the Named Executive Officers and an additional Savings Plan contribution
such officers may have elected (as well as medical reimbursement funds
credited) under the Flexible Reimbursement Plan, described below. The
figures for Mr. Bridendall also include cash he elected to receive instead
of benefits under the Supplemental Excess Retirement Plan, also described
below.
<TABLE>
<CAPTION>
RESTRICTED STOCK PLAN: SHARES AWARDED, VESTED, AND OUTSTANDING
(Figures adjusted to reflect three-for-one stock split effective in May 1994)
CLASS A COMMON STOCK(1) CLASS B COMMON STOCK
--------------------------------------------------- ---------------------------------------------------
FY
ENDING
APRIL AWARDED(2) VESTED DURING OUTSTANDING AT AWARDED(2) VESTED DURING OUTSTANDING AT
NAME 30, YEAR END OF YEAR YEAR END OF YEAR
--------------------------------------------------------------------------------------------------------------
# $ # $ # $ # $ # $ # $
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OWSLEY 1994 18,105 530,356 2,961 86,733 34,569 1,012,641 0 0 4,104 122,778 4,101 122,688
BROWN 1993 10,287 261,461 0 0 19,425 493,719 0 0 11,169 300,632 8,205 220,851
II 1992 9,138 247,488 0 0 9,138 247,488 306 7,752 7,068 179,056 19,374 490,808
===================================================================================================================================
W.L. 1994 (318) (9,315) 2,961 86,733 16,146 472,970 0 0 4,104 122,778 4,101 122,688
LYONS 1993 10,287 261,461 0 0 19,425 493,719 0 0 11,169 300,632 8,205 220,851
BROWN, 1992 9,138 247,488 0 0 9,138 247,488 306 7,752 7,068 179,056 19,374 490,808
JR.
===================================================================================================================================
WILLIAM 1994 13,536 396,515 2,325 68,103 26,463 775,189 0 0 3,222 96,392 3,222 96,392
M. 1993 8,076 205,265 0 0 15,252 387,655 0 0 8,487 228,442 6,444 173,451
STREET 1992 7,176 194,350 0 0 7,176 194,350 240 6,080 5,265 133,380 14,931 378,252
===================================================================================================================================
OWSLEY 1994 8,703 254,940 1,404 41,125 16,497 483,252 0 0 1,944 58,158 1,941 58,068
BROWN 1993 4,872 123,830 0 0 9,198 233,783 0 0 4,968 133,722 3,885 104,571
FRAZIER 1992 4,326 117,163 0 0 4,326 117,163 144 3,648 3,027 76,684 8,853 224,276
===================================================================================================================================
JOHN P. 1994 4,086 119,693 669 19,596 7,515 220,139 0 0 1,467 43,888 765 22,886
BRIDEN- 1993 2,355 59,856 0 0 4,098 104,158 0 0 2,703 72,756 2,232 60,078
DALL 1992 1,743 47,206 0 0 1,743 47,206 (198) (5,016) 1,935 49,020 4,935 125,020
===================================================================================================================================
</TABLE>
All dollar values are based on the closing prices for the fiscal year ending
April 30, as follows (rounded to the nearest cent after adjusting for the three-
for-one stock split):
<TABLE>
<CAPTION>
FISCAL YEAR CLOSING CLOSING
END PRICE, PRICE,
CLASS A CLASS B
=============================================
<S> <C> <C>
1994 $29.29 $29.92
1993 $25.42 $26.92
1992 $27.08 $25.33
=============================================
</TABLE>
(1) Class A Common Stock was awarded under the Restricted Stock Plan for the
first time in 1992. Because shares do not begin to vest for two years,
Class A Common Stock vested for the first time in 1994.
(2) Restricted Stock Plan share awards are finalized after each year's proxy
statement is published. Numbers for Class A Common Stock Awarded and
Outstanding in 1994 are estimates and will change based on actual results.
Each year's data reflect adjustments from the prior year's estimated awards
as disclosed in earlier proxy statements.
9
<PAGE>
STOCK APPRECIATION RIGHTS ("SAR'S") PAID DURING FISCAL 1994
AND YEAR-END VALUE TABLE AS OF APRIL 30, 1994
(based on Class B Common Stock's five-day average closing price of $29.92)
Although the SAR Plan was discontinued, earlier awards did vest during fiscal
1994, and unvested awards will continue to vest for another two fiscal years.
<TABLE>
<CAPTION>
VALUE UNEXERCISED SAR'S AT FISCAL
REALIZED YEAR-END (2)
NAME (1) NUMBER VALUE
=================================================================================
<S> <C> <C> <C>
OWSLEY BROWN II $45,076 24,570 $125,900
W.L. LYONS BROWN, JR. $45,076 24,570 $125,900
WILLIAM M. STREET $28,683 15,624 $ 80,056
OWSLEY BROWN FRAZIER $22,621 12,327 $ 63,167
JOHN P. BRIDENDALL $11,366 7,359 $ 36,821
=================================================================================
</TABLE>
(1) Represents the difference between the market value of underlying Class B
Common Stock at time SAR's vest and the related SAR's "strike" price.
(2) One-third of SAR's granted vest automatically at the end of the second,
third, and fourth fiscal years after the year of grant. Participants have
no discretion as to when SAR's vest. For the purposes of this table, SAR's
which vested are treated as having been exercised.
PLAN DESCRIPTIONS
Benefits under the Corporation's two retirement plans, its Savings Plan, and its
Flexible Reimbursement Plan are based on a common definition of "compensation,"
which includes salary, the cash portion of awards under the Management Incentive
Compensation Plan, holiday bonuses, and sales commissions, but excludes Market
Value Units under the Management Incentive Compensation Plan, stock awards under
the Restricted Stock Plan, and SAR awards under the Stock Appreciation Rights
Plan.
(1) RETIREMENT PLANS: The Corporation maintains both a tax-qualified
retirement plan and a non-qualified supplemental excess retirement plan.
Generally, all salaried employees (other than employees of Lenox,
Incorporated, and its subsidiaries) participate in the Salaried Employees
Retirement Plan. This plan provides monthly retirement benefits based on
age at retirement, years of service, and the average of the five highest
consecutive years' compensation during the final ten years of employment.
Retirement benefits are not offset by Social Security benefits, and are
normally payable at age 65. A participant's interest in plan benefits
vests after five years of service. The following table shows the estimated
annual benefits (straight life annuity) payable upon retirement at normal
retirement age to participants at specified levels of compensation and
years of service:
10
<PAGE>
<TABLE>
<CAPTION>
AVERAGE HIGHEST 5 YEARS OF SERVICE CLASSIFICATION
CONSECUTIVE YEARS'
COMPENSATION DURING
FINAL 10 YEARS
10 YEARS 20 YEARS 30 YEARS
=======================================================
<S> <C> <C> <C>
$ 200,000 $ 33,906 $ 67,812 $101,718
-------------------------------------------------------
$ 400,000 $ 68,906 $137,812 $206,718
-------------------------------------------------------
$ 600,000 $103,906 $207,812 $311,718
-------------------------------------------------------
$ 800,000 $138,906 $277,812 $416,718
-------------------------------------------------------
$1,000,000 $173,906 $347,812 $521,718
-------------------------------------------------------
$1,200,000 $211,906 $417,812 $626,718
-------------------------------------------------------
$1,400,000 $246,906 $487,812 $731,718
=======================================================
</TABLE>
Federal tax law limits the benefits that might otherwise be paid to key
employees under "qualified" plans such as the Salaried Employees Retirement
Plan. Therefore, for certain key employees, the Corporation also maintains
a non-qualified Supplemental Excess Retirement Plan ("SERP"). The SERP
provides retirement benefits to make up the difference between a
participant's accrued benefit calculated under the Salaried Employees
Retirement Plan and the ceiling imposed by federal tax law. SERP
participants may elect a discounted current cash payment instead of a SERP
retirement benefit. The SERP also provides supplemental retirement benefits
for certain key employees who join the Corporation in mid-career, subject
to special vesting requirements.
On the Summary Compensation Table, cash received instead of SERP benefits
for the Named Executive Officers is included under "All Other
Compensation." For the Named Executive Officers, covered compensation for
fiscal 1994 for the Plan and service credited for plan purposes as of April
30, 1994, were as follows: Owsley Brown II, $862,782 and 30 years; W.L.
Lyons Brown, Jr., $1,184,040 and 30 years; Owsley Brown Frazier, $468,297
and 30 years; William M. Street, $615,696 and 30 years; and John P.
Bridendall, $428,836 and 16 years.
(2) SAVINGS PLAN: Generally, salaried employees and hourly employees not
represented by a collective bargaining unit (other than employees of Lenox,
Incorporated, and its subsidiaries) can participate in the Corporation's
Savings Plan (the "Savings Plan") after one year of service. Subject to a
maximum the IRS sets annually ($9,240 for calendar 1994), participants may
contribute between 2% and 10% of their compensation to their Savings Plan
accounts. Through March 30, 1994, the Corporation matched each
participant's contribution at 50% of the participant's contribution, up to
a maximum of 2.5% of the participant's compensation. Effective April 1,
1994, the Corporation matches each participant's contribution at 70% of the
participant's contribution equalling 2% of compensation, and 60% of the
participant's contributions from 3% to 5%, up to a maximum of 3.2% of the
participant's compensation. Participants can receive their Savings Plan
accounts upon termination of their employment for any reason.
On the Summary Compensation Table, the Corporation's contributions to the
Savings Plan for fiscal 1994 for the Named Executive Officers are included
under "All Other Compensation."
(3) FLEXIBLE REIMBURSEMENT PLAN: Generally, salaried employees and hourly
employees not represented by a collective bargaining unit (other than
employees of Lenox, Incorporated, and its subsidiaries) can participate in
the Corporation's Flexible Reimbursement Plan (the "Flex Plan") after one
year of service. Each calendar year, each participant's Flex Plan account
is credited with the greater of $500 or 1% of compensation during the prior
calendar year (participants do not contribute to the Flex Plan). Before
each calendar year, a participant may earmark up to $500 of his Flex Plan
account to be used for
11
<PAGE>
reimbursement of uninsured medical expenses; the balance is contributed to
the participant's Savings Plan account. Participants forfeit any unused
balance in their Flex Plan medical expense reimbursement account at the end
of a calendar year.
On the Summary Compensation Table, the Corporation's fiscal 1994
contributions under the Flex Plan for the Named Executive Officers are
included under "All Other Compensation."
(4) MANAGEMENT INCENTIVE COMPENSATION PLAN: The Management Incentive
Compensation Plan ("MICP") provides additional incentives for those key
employees who make significant contributions to corporate operations. MICP
participants are divided into four levels. Top-tier participants are
designated by the Compensation Committee; they earn incentive payments
based on corporate earnings per share targets set by the Compensation
Committee and approved by the Board. Other participants are designated by
the Management Salary Committee; they earn incentive payments based on
goals established annually for their respective business units set by the
Executive Committee. (The Restricted Stock Plan replaced the long term
portion of the MICP in fiscal 1989, but vesting awards made through fiscal
1988 were paid to participants in fiscal 1993 according to the vesting
cycle of the predecessor plan described below.)
Before fiscal 1989, awards for any year to most participants were payable
in a combination of cash and deferred compensation in market value units
("MVU's"). MVU's were determined by dividing the dollar amount of the long
term portion of the award by the price of the Corporation's Class B Common
Stock on the first business day of the fiscal year.
MVU's for any fiscal year were divided into three equal parts, which were
converted to and paid in cash currently or on a deferred basis as
participants completed two years, three years, and four years of employment
after the award was made. (As of May 15, 1992, all outstanding MVU's had
been converted to cash.) The value of MVU's includes any cash dividends
paid on Class B Common Stock during the period, with minor exceptions.
On the Summary Compensation Table, cash paid during fiscal 1992 and 1993
for converted MVU's granted in 1988 under the MICP to Named Executive
Officers is included under "Bonuses" (the guaranteed portion) and "Long
Term Incentive Payments" (the variable portion).
(5) RESTRICTED STOCK PLAN: The Restricted Stock Plan (the "RSP") is intended
to provide incentives for key employees who make significant contributions
to corporate operations and to limit the Corporation's expense for long
term incentive awards. The RSP replaced the long term portion of the
Management Incentive Compensation Plan in fiscal 1989.
The Compensation Committee administers the RSP. Awards are based on
performance measured against corporate or divisional goals, expressed as a
dollar amount that is converted to a number of RSP shares using the average
closing stock price for Class A or Class B Common Stock (depending on the
class of the award) for the last five trading days of the fiscal year
preceding the fiscal year for which the award is granted. Awards are made
with shares of either Class A or Class B Common Stock, which may not be
sold, exchanged, transferred, pledged, or otherwise disposed of, except in
accordance with the terms of the RSP. Shares are deposited with National
City Bank - Kentucky as Escrow Agent.
RSP shares vest one-third at the end of each of the second, third, and
fourth fiscal years after the year in which the shares are awarded. Once
they are awarded the shares, participants receive dividends as paid by the
Corporation. Restrictions on RSP shares lapse (that is, the shares are
issued without restrictions) if a participant's employment is terminated
because of death, disability, or retirement. Participants who voluntarily
terminate their employment or who are terminated for cause, however,
forfeit all interest in the RSP shares.
See the table entitled "Restricted Stock Plan: Shares Awarded, Vested, and
Outstanding" for the award and vesting schedule for RSP shares for the
Named Executive Officers.
12
<PAGE>
(6) STOCK APPRECIATION RIGHTS PLAN: The Stock Appreciation Rights Plan (the
"SAR Plan") was terminated in fiscal 1994. Incentive compensation formerly
awarded under the SAR Plan has been shifted to the Restricted Stock Plan.
Awards already made under the SAR plan will, however, continue to vest for
another two fiscal years. Key employees participating in this plan were
eligible to receive awards in amounts which the Plan Administrator (the
Compensation Committee, in consultation with independent compensation
consultants) determined would ensure the competitiveness of the long term
incentive compensation component of the Corporation's executive
compensation program.
Stock appreciation rights ("SAR's") are valued at a "strike price" equal to
the average closing price of the Corporation's Class B Common Stock for the
last five trading days of the fiscal year preceding the date of the award.
SAR's vest one-third at the end of each of the second, third, and fourth
fiscal years after the year of grant. Once vested, participants are paid in
cash the value of any appreciation in value of the SAR's from the strike
price to the average closing price of the Corporation's Class B Common
Stock for the last five trading days of the fiscal year in which the SAR's
vest.
If a participant's employment is terminated because of death, disability,
or retirement, all SAR's vest and are payable using the closing price of
the Corporation's Class B Common Stock on the termination date as the
strike price. Participants who voluntarily terminate their employment or
who are terminated for cause, however, forfeit all interest in the SAR's.
See the Stock Appreciation Rights table on page 10 for cash payments made
in fiscal 1994 for SAR's granted in prior fiscal years and for the total
number of SAR's outstanding at April 30, 1994, for the Named Executive
Officers. The Corporation awarded no SAR's in fiscal 1994.
DIRECTOR COMPENSATION
The directors who are not officers of the Corporation or its subsidiaries are
compensated at an annual rate of $22,000, payable in equal monthly installments,
and are also paid $800 per Board or committee meeting attended. The four
directors who are officers of the Corporation or its subsidiaries receive no
additional compensation for serving on the Corporation's Board or its
committees. All directors are reimbursed for reasonable and necessary expenses
they incur in performing their duties as directors.
TRANSACTIONS WITH MANAGEMENT
As disclosed in the Compensation Committee Report, James S. Welch, one of the
Corporation's Directors, is a partner in Ogden Newell & Welch, a Louisville law
firm which rendered services to the Corporation during fiscal 1994; the
Corporation has also employed the services of this firm in fiscal 1995.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
BROWN-FORMAN CORPORATION, S&P 500 INDEX, AND PEER GROUPS
The performance graph set out below compares the cumulative total stockholder
return on the Corporation's Class B Common Stock against three indices which
include that stock: the Standard & Poor's 500 Stock Index, the Dow Jones
Consumer Non-Cyclical Index (78 companies), and the S&P Beverage Alcohol Index.
While the latter index might appear to be a reasonable one against which to
measure the Corporation's performance, it contains only four companies, unevenly
matched in relative market capitalization (relative capitalization shown in
parentheses): Anheuser-Busch Companies (52%), The Seagram Company Ltd. (38% --
which includes substantial holdings of DuPont stock), Adolph Coors Company (3%),
and the Corporation (7%). Therefore, the Dow Jones Consumer Non-Cyclical Index
has been included as a more diversified index, even though portions of the
Corporation's business are somewhat cyclical. As a diversified producer of both
beverage alcohol products and consumer durables including china, crystal,
luggage, and silverware, the Corporation is not easily categorized with other
more specific industry indices.
13
<PAGE>
The numbers are based on two assumptions prescribed by new Securities and
Exchange Commission rules: (1) that $100 had been invested in the Corporation's
Class B stock and in each index on April 30, 1989; and (2) that all quarterly
dividends were reinvested at the average of the closing stock prices at the
beginning and end of the quarter. The total cumulative dollar returns shown on
the graphs represent the value that such investments would have had on April 30
in the years since 1989.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG BROWN-FORMAN CORPORATION, S&P 500 INDEX AND PEER GROUP
<CAPTION>
S&P DJ
Measurement Period BROWN-FORMAN S&P BEVERAGE CONSUMER
(Fiscal Year Covered) CORPORATION 500 INDEX ALCOHOL N-CYCLICAL
- - ------------------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C>
Measurement Pt-
4/30/89 $100 $100 $100 $100
FYE 4/30/90 $ 94 $111 $101 $121
FYE 4/30/91 $124 $130 $137 $172
FYE 4/30/92 $125 $148 $153 $200
FYE 4/30/93 $137 $162 $150 $183
FYE 4/30/94 $157 $171 $164 $190
</TABLE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand as the independent
certified public accountants to audit the consolidated financial statements of
the Corporation for the fiscal year ending April 30, 1995. Coopers & Lybrand
has served in this capacity for the Corporation continuously since 1933. The
Corporation knows of no direct or material indirect financial interest in the
Corporation or any of its subsidiaries, or of any connection with the
Corporation or any of its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer, or employee by Coopers & Lybrand.
A Coopers & Lybrand representative will be present at the annual meeting, will
be given the opportunity to make a statement if he desires to do so, and will be
available to respond to appropriate questions.
OTHER PROPOSED ACTION
As of July 5, 1994, the management of the Corporation knows of no business to
come before the meeting other than the election of directors. If any other
business should properly be presented to the meeting, however, the proxies will
be voted in accordance with the judgment of the persons holding them.
14
<PAGE>
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
The Corporation must receive proposals from stockholders by March 1, 1995, for
inclusion in the proxy materials relating to the 1995 Annual Meeting of
Stockholders.
By Order of the Board of Directors
Michael B. Crutcher
Secretary
Louisville, Kentucky
July 5, 1994
15
<PAGE>
P R O X Y
BROWN-FORMAN CORPORATION
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
FOR USE BY HOLDERS OF SHARES OF CLASS A COMMON STOCK
ANNUAL STOCKHOLDERS' MEETING, JULY 28, 1994
THE UNDERSIGNED hereby appoint(s) Owsley Brown II, Owsley Brown Frazier, and
William M. Street, and each of them, attorneys and proxies, with power of sub-
stitution, to vote all of the shares of Class A Common Stock of Brown-Forman
Corporation standing of record in the name of the undersigned at the close of
business on June 17, 1994, at the Annual Meeting of Stockholders of the Corpo-
ration, to be held on July 28, 1994, and at all adjourned sessions thereof, in
accordance with the Notice and the Proxy Statement received, for the election
of directors of the Corporation and upon such other matters as may properly
come before the meeting.
Election of Directors, Nominees:
Geo. Garvin Brown III; Owsley Brown II;
W. L. Lyons Brown, Jr.; Owsley Brown
Frazier; Richard P. Mayer; Stephen E.
O'Neil; John S. Speed; William M.
Street; James S. Welch
Change of Address
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
- - --------------------------------------------------------------------------------
[x] Please mark your votes as in this example. | 4762
------
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE DIRECTORS NAMED.
1. Election of Directors (see reverse) FOR* [_] WITHHELD [_]
*For all nominee(s), except vote withheld from the following:
-----------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[_]Change of Address on Reverse Side
SIGNATURE(S)_________________________________________ DATE_______________ 1994
NOTE: Please mark, sign, date and return the proxy card promptly using the
enclosed envelope. This Proxy must be signed exactly as the name or names
appear hereon. If you are signing as a trustee, executor, etc., please so
indicate.
