Notice of Annual Meeting of Stockholders

Admission Procedures:

We are committed to providing a safe, inclusive environment for our stockholders, directors, employees, and guests. Please observe the following procedures if you plan to attend the Annual Meeting in person or online.

Attending in Person:

If you do not register in advance, you may still be admitted if you present a photo ID along with your proxy card, voting instruction form, brokerage statement, or other documentation of stock ownership.

Attending Online:

To attend the Annual Meeting online, please visit asm.b-f.com. If you were a Class A stockholder at the close of business on June 17, 2022, the record date for the Annual Meeting, you can log into the Annual Meeting by entering your unique 16-digit control number found on your proxy card or voting instruction form. If you were a Class B stockholder at the close of business on June 17, 2022, the record date for the Annual Meeting, you can log into the Annual Meeting as a guest.

For more information about how to attend the Annual Meeting either in person or online, please see “Attending the Annual Meeting” on page 8. You can also visit asm.b-f.com or contact Chase Sanders, Senior Investor Relations Analyst, at (502) 774-6504 or by email at Investor_Relations@b-f.com.

COVID-19 Protocols:

Our first priority is the health and well-being of participants in our Annual Meeting, and we continue to monitor the COVID-19 pandemic. Please refer to asm.b-f.com for the latest updates on requirements for attending in person. If we determine it is necessary or appropriate to hold the Annual Meeting solely online, we will announce this decision in advance, and details will be posted at asm.b-f.com, on our company website, brown-forman.com, and filed with the Securities and Exchange Commission (SEC). If you feel unwell or are experiencing symptoms consistent with COVID-19, please do not attend the Annual Meeting in person.

About Your Proxy Materials

Our Board of Directors (the Board) is soliciting proxies for our Annual Meeting of Stockholders to be held on July 28, 2022 (the Annual Meeting). This means that you can vote your shares “by proxy” at the Annual Meeting by instructing us how you would like your shares to be voted, even if you cannot attend the Annual Meeting.

The information in this Proxy Statement and the accompanying materials will help you decide how to vote on the matters we will consider at the Annual Meeting. We began mailing this Proxy Statement and the accompanying materials, and also made them available online, on or about June 24, 2022, to holders of record of our Class A and Class B common stock at the close of business on June 17, 2022, which is the “record date” for the Annual Meeting.

The Notice of Annual Meeting, Proxy Statement, and Integrated Annual Report, which includes our Annual Report on Form 10-K for fiscal 2022, are available at https://investors.brown-forman.com/investors/ financial-reports-filings/annual-reports and at proxyvote.com. You may request additional printed copies at any time using the contact information below.

CONTACT INFORMATION

For information about your stock ownership or other stockholder services, please contact Senior Investor Relations Analyst Chase Sanders by telephone at (502) 774-6504, by e-mail at Investor_Relations@b-f.com, or by mail at Brown-Forman Corporation, 850 Dixie Highway, Louisville, Kentucky 40210.

REDUCING DUPLICATE MAILINGS

The SEC permits us to deliver a single Proxy Statement and Integrated Annual Report to stockholders who share the same address and last name. This helps us reduce our printing costs, postage fees, and the environmental impact of our Annual Meeting. However, even if your household receives only one Proxy Statement and Integrated Annual Report, each Class A stockholder will receive an individual proxy card. If you would like to enroll in this “householding” process, or if your household is already enrolled but you prefer to opt out of householding for next year, please inform us using the contact information above and we will promptly fulfill your request.

Attending the Annual Meeting

Although only Class A stockholders may vote and submit questions at the Annual Meeting, Class A and Class B stockholders who owned their shares as of the record date (or their legal proxies) are welcome to attend the Annual Meeting either in person or online.

If you are attending the Annual Meeting in person, please register by July 21, 2022, online at asm.b-f.com or by contacting Chase Sanders using the contact information on page 3. Please bring a photo ID and, if your shares are registered in the name of a bank, broker, or other holder of record, documentation (such as the voting instruction form that was sent to you or a brokerage statement) to show that you were a stockholder at the close of business on June 17, 2022, the record date for the Annual Meeting. The meeting facility will open at 8:30 A.M. (Eastern Daylight Time) on Thursday, July 28, 2022, for registration and check-in.

If you are attending the Annual Meeting online, please visit asm.b-f.com to be admitted to the meeting. If you are a Class A stockholder, you will log into the Annual Meeting by entering your unique 16-digit control number found on your proxy card or voting instruction form. If you are a Class B stockholder, you will log into the Annual Meeting as a guest.

The Annual Meeting will start at 9:30 A.M. (Eastern Daylight Time) on Thursday, July 28, 2022. If you are attending online, we encourage you to log into the meeting early to familiarize yourself with the virtual platform. Online access will be available starting at 9:00 A.M. (Eastern Daylight Time) on July 28, 2022.

You can access the virtual meeting on any browser or device with updated software and plugins. Please ensure that you have a strong Internet connection from wherever you intend to participate in the Annual Meeting. If you have any difficulties joining the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting login page.

If you cannot attend the Annual Meeting physically or virtually, a recording of the meeting will be posted to our Investor Relations website at https://investors. brown-forman.com/ following the Annual Meeting.

Voting

WHO MAY VOTE

If you held shares of Class A common stock at the close of business on June 17, 2022, the record date, you (or your legal proxy) may vote at the Annual Meeting. At the close of business on the record date, there were 169,198,217 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting. Each share of Class A common stock is entitled to one vote.

If you purchased Class A common stock after the record date, you may vote those shares only if you receive a proxy to do so from the person who held the shares on the record date. If you receive more than one proxy card or voting instruction form, you should complete, sign, date, and return each one (or follow the telephone or online voting instructions), because each card represents different shares.

At the close of business on the record date, there were 309,899,828 shares of Class B common stock outstanding. Class B shares are not entitled to vote.

HOW TO VOTE

Stockholders of record. If your shares are registered directly in your name with our stock transfer agent, Computershare, you are considered the “stockholder of record” of those shares. If you are a stockholder of record of Class A common stock, you can give a proxy to be voted at the Annual Meeting:

		by phone by calling (800) 690-6903;
		online at proxyvote.com; or
		by completing, signing, dating, and mailing the enclosed proxy card in the envelope provided.

Even if you plan to attend the Annual Meeting online, we encourage you to submit a proxy in advance. If you are voting by telephone or online, we must receive your proxy by 11:59 P.M. (Eastern Daylight Time) on Wednesday, July 27, 2022, to ensure your vote is recorded. To override a proxy or change your voting instructions, see “Changing Your Vote” on the next page.

The telephone and online voting procedures are designed to authenticate your identity, enable you to give voting instructions, and confirm that your instructions are recorded properly.

Your proxy will authorize the individuals named on the proxy card to vote your shares as you direct. These individuals can also vote your shares as they see fit on any other matter properly presented for a vote at the Annual Meeting. If for any reason a director nominee is not available to serve, the individuals named as proxy holders may vote your shares at the Annual Meeting for another nominee. The proxy holders for this year’s Annual Meeting are Campbell P. Brown, Lawson E. Whiting, and Jaileah X. Huddleston.

You may also vote at the Annual Meeting. For more information about how to attend the Annual Meeting, please see “Attending the Annual Meeting” on page 8.

“Street name” stockholders. If your shares are held in a stock brokerage account or by a bank (known as holding shares in “street name”), you have the right to instruct your broker or bank how to vote your shares, and the broker or bank must vote as you direct. To provide those instructions by mail, please complete, sign, date, and return your voting instruction form in the accompanying postage-paid envelope. Or, if the broker or bank that holds your shares offers online or telephone voting, you will receive information about how to submit your voting instructions by those methods.

For more information about how to attend the Annual Meeting, please see “Attending the Annual Meeting” on page 8.

Board Composition

HOW OUR CONTROLLED-COMPANY STATUS AFFECTS OUR BOARD

Our Board has determined that Brown-Forman is a “controlled company” under New York Stock Exchange (NYSE) rules because more than 50% of our Class A voting stock is held by members of the Brown family or entities controlled by them.

As a controlled company, we are not required to have a majority of independent directors, a fully independent nominating/corporate governance committee, or a fully independent compensation committee. However, as a matter of good corporate governance, the Board has voluntarily chosen to have a compensation committee that is composed entirely of directors who meet the NYSE’s heightened independence standards for compensation committee members. Our Board does not have a majority of independent directors or a fully independent nominating/corporate governance committee. We comply in full with NYSE requirements regarding the independence and qualifications of our Audit Committee members.

OUR INDEPENDENT DIRECTORS

We recognize the value of having independent directors. Under NYSE listing rules, a director qualifies as “independent” if the board of directors determines the director has no “material relationship” with the company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. While the focus is on independence from management, our Board considers all relevant facts and circumstances in making an independence determination. Our Board has determined that the following five director

nominees are independent under NYSE standards: John D. Cook, Michael J. Roney, Jan E. Singer, Tracy L. Skeans, and Michael A. Todman. Our Board has also determined that Patrick Bousquet-Chavanne, who is not standing for re-election, is independent.

The Board has determined that Campbell P. Brown, Marshall B. Farrer, and Lawson E. Whiting are not independent because they are, or recently have been, members of Brown-Forman management. The Board elected not to make a determination with respect to the independence of Stuart R. Brown and Augusta Brown Holland.

OUR BROWN FAMILY DIRECTORS

The Board believes it is strategically important for Brown family members to be actively engaged in the oversight of Brown-Forman. Through participation on the Board, the Brown family can contribute their long-term perspective to every matter the Board considers. Brown family directors also serve as an effective link between the Board and the controlling family stockholders.

In addition, Board service allows the Brown family to actively oversee their investment in the company. Currently, the Brown family directors are Campbell P. Brown, Stuart R. Brown, Marshall B. Farrer, and Augusta Brown Holland.

OUR MANAGEMENT DIRECTORS

The Board believes it is important, from a corporate governance standpoint, for management to be represented on the Board. Currently, Marshall B. Farrer and Lawson E. Whiting serve in dual roles as Board members and Brown-Forman executives.

Board Guidelines and Procedures

CORPORATE GOVERNANCE GUIDELINES

The Board believes transparency is a hallmark of good corporate governance. To that end, the Board has adopted Corporate Governance Guidelines, that provide a framework for the Board to exercise its duties. Among other things, these guidelines contain policies and requirements regarding director qualifications; director responsibilities; meetings and attendance; committee composition and responsibilities; director compensation; and director access to management and independent advisors. The Corporate Governance Guidelines are published on our website at www. brown-forman.com/leadership-and-governance.

BOARD AND COMMITTEE SELF-ASSESSMENT

The Corporate Governance Guidelines require the Board to conduct an annual self-assessment. Each Board committee (except the Executive Committee) also annually assesses how it performed during the preceding twelve-month period. These assessment procedures vary. Some years we require members to complete questionnaires that call for both quantitative responses and free-ranging comments, while other years we invite an independent consultant to interview each member and identify themes that emerge. The Chair of the Board, the Chief Executive Officer, and the Lead Independent Director consult at least annually regarding individual director performance.

DIRECTOR SERVICE ON OTHER BOARDS

The Board recognizes that its members benefit from the experience of serving on the boards of other companies or nonprofit entities. The Board encourages that service, with the understanding that our directors must also have enough time for their work with Brown-Forman. The Corporate Governance Guidelines state that any director who is employed full-time should not serve on more than two public company boards in addition to the Brown-Forman Board, which includes the board of any public company at which a director is employed. Directors who are not employed full-time may serve on up to three public company boards in addition to the Brown-Forman Board. Directors must inform the Chair of the Board, the Lead Independent Director, the Chair or Secretary of the Corporate Governance and Nominating Committee, or the Secretary of the Board as soon as practicable that they will be, or have been, elected to serve on an additional public company board.

DIRECTOR SERVICE

The Board is authorized to fix the size of the Board at a number between three and seventeen members. Directors are elected each year at the Annual Meeting of Stockholders by a majority of the votes cast by our Class A stockholders. Once elected, a director holds office until the next Annual Meeting of Stockholders or until a successor is elected and qualified, unless

the director first resigns, retires, or is removed. The Board does not have term limits, but directors generally may not stand for re-election to the Board after reaching the age of 72. In exceptional circumstances, the Board may ask a director to remain on the Board after age 72 if the director’s continued service would significantly benefit Brown-Forman. Service of a director beyond the age of 72 requires a recommendation by the Corporate Governance and Nominating Committee and the approval of two-thirds of the Board (not including the director under consideration).

Furthermore, the Chair of the Board, the Lead Independent Director, and/or the Chair of the Corporate Governance and Nominating Committee will discuss whether continued Board service is in the best interests of all stockholders with each director who has served for 15 years without having turned 72. However, the company’s Chief Executive Officer may serve on the Board for the duration of his or her tenure as the company’s Chief Executive Officer, and the Chair of the Board (or an equivalent role) may serve in that role for as long as the Board considers his or her service to be in the best interests of all stockholders. Similarly, other directors who are employed by the company may serve for as long as the Board considers their service to be in the best interests of all stockholders, until they reach the retirement age of 72.

Brown family Board members who are not employees of the company may serve on the Board for a period of no more than nine years.

BOARD MEETINGS

The Board held six regular meetings and no special meetings during fiscal 2022. All directors are expected to attend the Annual Meeting, all Board meetings, and all meetings of each committee on which they serve, unless they have an appropriate reason why they cannot attend. All directors attended 86% or more of the aggregate meetings of the Board and committees on which they served during fiscal 2022. All directors attended the 2021 Annual Meeting of Stockholders.

COMMUNICATION WITH OUR BOARD

Stockholders and other interested parties may communicate with our directors, including the non-management directors or the independent directors as a group, by writing to our Secretary, at 850 Dixie Highway, Louisville, Kentucky 40210, or at Secretary@b-f.com. The Secretary’s office will forward appropriate written communications to the individual director or group of directors to whom they are addressed, with copies to all other directors. We generally will not forward to directors a stockholder communication that the Secretary determines to be primarily commercial in nature, that relates to an improper or irrelevant topic, or that requests general information about Brown-Forman.

Being bold has clearly made us stronger, more resilient, and better equipped to deliver strong financial performance today and to continue investing in our brands, people, and communities for the future.”

CAMPBELL P. BROWN

Chair of the Board

procedures, risk ranking results, and risk mitigation. In addition, the Risk Committee reports to the Board at least annually on the top risks facing Brown-Forman and updates the Board periodically on the plans to mitigate those risks.

GOVERNMENT RELATIONS ACTIVITIES

Policymakers’ decisions have a significant impact on our business, stockholders, employees, communities, customers, suppliers, and industry. As a result, we seek to engage with and educate elected and appointed officials about our business, operations, industry, company, products, and the communities we serve. We spend time and money on these efforts, and we believe that our stockholders want to stay informed about these activities. Disclosure is also critical to our compliance with the laws, regulations, reporting obligations, and company policies related to our participation in the political process. To improve our transparency about the principles that govern these matters, in 2020, we adopted our Political Engagement and Contributions Policy, which includes disclosures about our political contributions. This policy can be found on the Corporate Governance page of our website at www.brown-forman.com/leadership-and-governance.

We encourage you to read the policy to learn more about our political activity. Our disclosures include a list of the company’s memberships in certain trade associations, any Section 527 and 501(c)(4) contributions, political action committee contributions, and our governance of those contributions.

Our Controlling Family Stockholders

Brown-Forman has an engaged family stockholder base with a long-term ownership perspective. We view our status as a publicly traded, family-controlled company as a distinct competitive advantage, and we believe a strong relationship with the Brown family is essential to our growth, independence, and ability to create long-term value for all stockholders. Management interacts with Brown family members in a manner consistent with all applicable laws and regulations. We actively cultivate our relationship with the Brown family through a variety of channels, as detailed below.

BROWN-FORMAN/BROWN FAMILY SHAREHOLDERS COMMITTEE

The Brown-Forman/Brown Family Shareholders Committee was established in 2007 and is currently co-chaired by Campbell P. Brown and Lawson E. Whiting. The Brown-Forman/Brown Family Shareholders Committee provides a forum for frequent, open, and constructive dialogue between Brown-Forman and its controlling family stockholders in accordance with all applicable laws and regulations. In addition, the committee engages the Brown family on topics of mutual interest, such as the company and our industry, governance, ownership, philanthropy, and other ESG-related topics.

DIRECTOR OF FAMILY SHAREHOLDER RELATIONS

The Director of Family Shareholder Relations, who is a Brown-Forman employee, works with other employees and Brown family members to develop and implement policies and practices designed to further strengthen the relationship and communication between Brown-Forman and the Brown family.

BROWN FAMILY MEMBER EMPLOYEES

Brown-Forman currently employs ten Brown family members, some of whom participate on management teams that oversee strategic and operational matters. Participation in these roles enables our Brown family employees to contribute their perspectives on the important issues we confront. In addition to their management contributions, the Brown family employees play a critical role in upholding the Brown-Forman corporate culture.

Our Board of Directors has adopted the Brown-Forman 2022 Omnibus Compensation Plan (the 2022 Omnibus Plan or the Plan), subject to the approval of the company’s Class A common stockholders. A copy of the Plan is attached to this Proxy Statement as Appendix B.

The 2022 Omnibus Plan is an incentive compensation plan designed to reward participants for individual and company performance. The Plan permits awards in the form of stock options, stock appreciation rights (SARs), shares, restricted stock, market value units, performance units, cash, or any combination of those awards, to current and prospective employees and directors.

The total number of shares reserved for grant under the 2022 Omnibus Plan is 12,413,433, adjusted as described in the Summary of the 2022 Omnibus Compensation Plan below. Once effective, the Plan will replace the Brown-Forman 2013 Omnibus Compensation Plan (the 2013 Plan), under which 12,413,433 shares remain available for issuance. If stockholders approve the 2022 Omnibus Plan, no new awards will be issued under the 2013 Plan beginning July 29, 2022. In addition, if any award granted under the 2013 Plan or 2022 Omnibus Plan terminates, is forfeited or canceled without the delivery of shares, expires unexercised, or is settled for cash, those shares will become available for issuance under the 2022 Plan. We expect that if the 2022 Omnibus Plan is approved by our Class A common stockholders, the 12,413,433 share reserve will be sufficient to allow us to make equity awards in the amounts we believe are necessary to attract, motivate, reward, and retain talented and experienced individuals for a meaningful period of time. Unless terminated earlier by the company’s Board of Directors, the 2022 Omnibus Plan will terminate on July 28, 2032.

Our Class A common stockholders are being asked to approve the 2022 Omnibus Plan in order to (i) satisfy NYSE rules relating to equity compensation and (ii) qualify options for treatment as incentive stock options for purposes of Section 422 of the Code if the Plan Administrator decides to grant incentive stock options in the future.

Summary of the 2022 Omnibus Compensation Plan

The following summary of the 2022 Omnibus Plan is qualified in its entirety by reference to the complete text of the Plan as set forth in Appendix B to this Proxy Statement. You should read Appendix B for detailed information regarding the operation of the Plan.

Purpose. The Board is asking Class A common stockholders to approve the 2022 Omnibus Plan so that the company can continue to:

Administration. The Plan provides for the Compensation Committee to serve as Plan Administrator for all Plan participants other than Compensation Committee members, for whom the full Board will serve as Plan Administrator. The Plan requires the Compensation Committee to serve as Plan Administrator for awards to the company’s executive officers; otherwise, the Compensation Committee may delegate plan administration authority to the company’s Management Compensation Review and Benefits Committee.

Under the terms of the Plan, the Plan Administrator is authorized to select participants; determine the type and number of awards to be granted; select performance periods and performance measures; set threshold, target, and maximum performance goals; determine and later amend (subject to certain limitations) the terms and conditions of any award; interpret and specify the rules and regulations relating

Shares, Restricted Stock, and Market Value Units. The Plan Administrator may grant shares of common stock, restricted stock, and MVUs. Restricted stock consists of shares of common stock that are subject to forfeiture provisions and transfer restrictions. MVUs are stock-based awards that may be settled in cash or common stock.

Performance Units. A performance unit consists of a right denominated in cash or shares of common stock, conditioned upon the achievement of performance goals in a period established by the Plan Administrator. Payment of earned performance units shall be made as soon as practicable following the close of the performance period.

Cash Awards. The Plan Administrator may grant cash awards, which are awards that are settled solely in cash. The awards may be subject to achievement of performance goals or other conditions as the Plan Administrator determines.

Performance Periods. The performance period for an annual incentive award is the company’s fiscal year, which is from May 1 to April 30. Performance periods for other awards can be one or more fiscal years, or such other period of time as the Plan Administrator may determine.

Minimum Vesting Period. Subject to limited exceptions, the Plan provides that awards that are subject only to continued service with the company shall have a vesting period of at least one year from the date of grant. The Plan Administrator has discretion to accelerate the vesting of awards otherwise subject to the vesting restriction described above as a result of a Change in Control of the company or the termination of a participant’s employment with the company and its subsidiaries. Such vesting period restrictions do not apply to grants to new hires or to grants of awards in payment of performance awards and other earned cash-based incentive compensation. In addition, such vesting period restrictions do not apply with respect to up to 5% of the shares available for issuance under the Plan.

Dividends and Dividend Equivalents. Awards other than stock options and SARs may include the payment of cash dividends or amounts equivalent to such dividends, but dividends and dividend equivalents with respect to awards that are subject to attaining performance goals may be paid only if it is determined that the underlying performance goals have been met; any dividends credited on Restricted Stock or MVUs that vest on the basis of time shall not be paid until the associated Restricted Stock or MVUs vest.

No Repricing. The 2022 Omnibus Plan prohibits, without stockholder approval, (i) the amendment of options or SARs to reduce the exercise price, (ii) the replacement of an option or SAR with another option or SAR with an exercise price less than the exercise price of the replaced option or SAR (except with respect to any Substitute Award, as defined in the Plan), (iii) the exchange of an option or SAR for another award, cash, or property when the Fair Market Value of common stock is less than the exercise price, or (iv) any other action that may be treated as a repricing under NYSE Rules.

Transferability. Generally, awards granted under the Plan (except for incentive stock options) are not transferable by a participant other than by will or by the laws of descent and distribution, except (i) if provided in the award agreement with respect to an option or SAR, to an immediate family member of such participant, to a trust or partnership for the benefit of such participant or an immediate family member of such participant, or for charitable purposes, or (ii) as permitted by the Plan Administrator, in its sole discretion. Any such transfer is permitted only if a participant receives no consideration for the transfer. Awards of incentive stock options may be transferred only by will or the laws of descent and distribution.

Change in Control. In the event of a Change in Control of the company (as defined in the Plan), except as otherwise provided in the applicable award agreement or another contract, the following shall occur upon a participant’s termination without “cause” or resignation due to a “constructive termination” (each as defined in the Plan) within 24 months following such Change

in Control: (i) options and SARs not previously exercisable shall become exercisable, (ii) all conditions or restrictions applicable to performance awards shall immediately lapse, and the participant shall have the right to receive a payment based on target or actual level achievement or actual performance as of a date determined by the Committee, and (iii) all conditions or restrictions applicable to all other awards shall immediately lapse.

In the event of a Change in Control in which the acquiring or surviving company does not assume or continue outstanding awards or issue substitute awards upon the Change in Control, immediately before the Change in Control, all awards that are not assumed, continued, or substituted for shall be treated as follows: (i) options and SARs shall become immediately exercisable, including any portion of the option or SAR not previously exercisable, (ii) all conditions or restrictions applicable to performance awards shall immediately lapse, and the participant shall have the right to receive a payment based on target level achievement or actual performance as of a date determined by the Committee, and (iii) all conditions or restrictions applicable to all other awards shall immediately lapse.

In the event of a Change in Control where the acquiring or surviving company does not assume or continue outstanding awards upon the Change in Control, the Plan Administrator may provide for the cancellation and cash settlement of all such outstanding awards upon such Change in Control.

Term and Amendment. No new awards may be granted under the Plan on or after the tenth anniversary of its effective date, July 28, 2032. Except as limited in the Plan, the Board may amend, suspend, or terminate the Plan or any portion of it at any time, subject to stockholder approval if necessary to comply with tax or regulatory requirements. Except with respect to a repricing, the Plan Administrator may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate any award, either prospectively or retroactively; provided, however, the Plan Administrator may not materially adversely affect the rights of any award holder without the award holder’s consent.

Compensation Recoupment. Awards issued under the 2022 Omnibus Plan will be subject to the Brown-Forman Corporation Incentive Compensation Recoupment Policy adopted by the Board in fiscal 2002. This policy may be amended in the future.

Non-Employee Director Awards. The Board may provide that all or a portion of a non-employee director’s annual retainer, meeting fees, and/or other awards or compensation is payable in stock-based awards, either automatically or at the director’s election. Non-employee directors may also receive other awards pursuant to the 2022 Omnibus Plan, including options, SARs, restricted and non-restricted shares, and MVUs. For any one Plan year, no non-employee director may be granted an award of shares, restricted stock, MVUs, performance units, non-qualified stock options, and/or SARs for more than 50,000 shares of common stock in the aggregate.

Certain Federal Income

Tax Consequences

Below, we summarize the federal income tax consequences of awards under the Plan. State, local, and other taxes may also be imposed in connection with awards. This discussion is based on current tax laws, which could change in the future. This description is intended for the information of Class A common stockholders considering how to vote on the 2022 Omnibus Plan proposal and not as tax guidance to Plan participants.

Tax consequences to the company and participants vary with the type of award. Generally, a participant does not recognize income, and the company does not take a business expense deduction, upon the grant of an incentive stock option, non-qualified option, SAR, restricted stock, MVU, or performance unit.

Stock Options and Stock Appreciation Rights.

Participants exercising incentive stock options do not have taxable income (except that the alternative minimum tax may apply). If a participant sells shares acquired by exercising an incentive stock option within two years from the grant date or one year from the exercise date, the participant must generally recognize ordinary income equal to the difference between (i) the Fair Market Value of the shares at the exercise date (or, if less, the amount realized when the participant disposes of the shares), and (ii) the exercise price. When a participant exercises a non-qualified stock option, the participant generally recognizes ordinary income equal to the difference between the exercise price and Fair Market Value of the common stock acquired. When a participant exercises a SAR, the participant recognizes ordinary income equal to the cash or the Fair Market Value of stock received upon such exercise. A participant’s disposition of shares acquired by exercising an option or SAR, if applicable, (including an incentive stock option for which the holding periods are met) generally will result in short-term or long-term capital gain or loss equal to the difference between the sale price and the participant’s tax basis in the shares. The tax basis generally is the exercise price plus any amount previously recognized as ordinary income in connection with the option exercise.

The company’s tax deduction generally equals the amount the participant recognizes as ordinary income. The company is not entitled to a tax deduction for amounts recognized by a participant as capital gain. Accordingly, the company cannot take a tax deduction with respect to an incentive stock option if the participant holds the shares of common stock for the incentive stock option holding periods before disposing of the shares.

Restricted Stock, Market Value Units, and Performance Units. Restricted stock awards are subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code to the extent the award will be forfeited if the participant ceases to provide services to the company. As a result, the participant will not recognize ordinary income at the

award date. Instead, the participant will recognize ordinary income on the date when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier. The participant’s ordinary income equals the difference between the amount paid for the stock, if any, and the Fair Market Value of the stock on the date it is no longer subject to forfeiture.

The participant may accelerate recognition of ordinary income, if any, and begin the capital gains holding period by filing a “Section 83(b)” election. In that event, the ordinary income recognized, if any, is the difference between the amount paid for the stock, if any, and the Fair Market Value of the stock on the award date, and the capital gain holding period will commence on that date. The ordinary income recognized by an employee will be subject to tax withholding by the company. The company generally may take a deduction in the same amount as, and at the same time as, the employee recognizes ordinary income.

With respect to MVUs, a participant generally will recognize ordinary income on the date the MVU is settled and the shares are issued to the participant. The vesting of an MVU is not itself a taxable event, unless shares of stock are actually issued in connection with such vesting. Participants may not make a Section 83(b) election with respect to MVUs.

Performance units payable in cash or unrestricted shares are taxable as ordinary income at the time the participant performance goals are attained and the payments are made to the participant. Performance units payable in restricted shares are taxable as restricted stock as described above.

The participant is subject to capital gains treatment on the subsequent sale of any common stock acquired through the settlement of an MVU, a performance unit, or restricted stock award. For this purpose, the participant’s basis in the common stock is its Fair Market Value at the time the MVU or performance unit is settled or the restricted stock becomes vested.

Shares and Cash Awards. Generally, a participant recognizes ordinary income on the Fair Market Value of shares on the date of the award, or when a cash award is paid, and the company is entitled to a business expense deduction in the same amount.

Tax Withholding. The company may deduct or withhold, or require a participant to remit to the company, an amount sufficient to satisfy federal, state, and local taxes and withholding obligations with respect to any taxable event arising as a result of the Plan. Participants may elect, subject to the approval of the Plan Administrator, to satisfy the withholding requirement, in whole or in part, by having the company withhold shares having a Fair Market Value on the date the tax is to be determined equal to the tax owed.

Section 162(m) of the Internal Revenue Code.

Section 162(m) of the Code generally limits the tax deduction for any year for compensation paid to any “covered employee” (in general, any current or former principal executive officer, principal financial officer, or one of the next three highest-paid officers) to $1 million for any one year. The company expects that Section 162(m) will limit the company’s tax deduction for certain awards granted under the Plan.

Compliance with Section 409A of the Internal Revenue Code. Section 409A of the Code generally establishes rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% tax (plus interest) on the service provider who is entitled to receive the deferred compensation. Certain awards that may be granted under the 2022 Omnibus Plan may constitute “deferred compensation” within the meaning of and subject to Section 409A. The 2022 Omnibus Plan and award agreements entered into under the 2022 Omnibus Plan are intended to be interpreted and operated in accordance with Section 409A, including any regulations or guidance issued by the Treasury Department, and contain a number of provisions intended to avoid the imposition of additional tax on the 2022 Omnibus Plan participants

under Section 409A, though each participant is solely responsible and liable for the satisfaction of all taxes and penalties in respect of any payments or benefits delivered in connection with the Plan, including taxes and penalties under Section 409A. The Board may amend the Plan, and the Compensation Committee may amend outstanding awards thereunder, while preserving the intended benefits of awards granted under the Plan to avoid the imposition of an additional tax under Section 409A.

New Plan Benefits

Any future awards granted to eligible participants under the 2022 Omnibus Plan will be subject to the discretion of the Plan Administrator and, therefore, we cannot currently determine the number of awards that will be granted under the Plan.

The Board unanimously recommends that you vote “FOR” the approval of the Brown-Forman 2022 Omnibus Compensation Plan.

The Audit Committee is solely responsible for the appointment, replacement, and compensation of the independent registered public accounting firm and oversees the independent registered public accounting firm’s qualifications, independence, and performance. The Audit Committee has selected Ernst & Young LLP (EY) as Brown-Forman’s independent registered public accounting firm for the fiscal year ending April 30, 2023, and has directed that management submit such selection to stockholders for ratification at the Annual Meeting.

Stockholder ratification of the selection of EY as Brown- Forman’s independent registered public accounting firm is not required by our By-Laws or otherwise. However, we are submitting the selection of EY to stockholders for ratification as a matter of good corporate governance. If stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain EY. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the fiscal year if it is determined that such a change would be in the best interests of Brown-Forman and its stockholders.

EY has served as Brown-Forman’s independent registered public accounting firm since fiscal 2021. The members of the Audit Committee believe that retaining EY to serve as the independent registered public accounting firm is in the best interests of Brown-Forman and its stockholders. A representative of EY is expected to attend the Annual Meeting, will have an opportunity to make a statement, and will be available to respond to appropriate questions.

 The Board unanimously recommends that you vote “FOR” the ratification of Ernst & Young LLP as Brown-Forman’s independent registered public accounting firm for the fiscal year ending April 30, 2023.

This section describes our executive compensation philosophy and objectives, and the decisions of the Compensation Committee (Committee) regarding the compensation of our named executive officers (NEOs). For fiscal 2022, our NEOs were:

Executive Summary

PAY FOR PERFORMANCE

A key component of our executive compensation program is our short- and long-term incentive plans. We believe our short- and long-term incentive plans should drive performance. These programs utilize key performance metrics to measure our performance and to compare our performance to that of our peers. We believe the use of these metrics helps accomplish four key objectives:

We believe one of the best measures of the value our company and NEOs create is the return provided to our stockholders relative to the returns of other companies in our industry and the broader S&P 500. We show the trends in TSR and diluted EPS, and how our CEO’s compensation compares with those trends, in the charts below:

Brown-Forman TSR vs. Diluted EPS vs.

CEO Total Compensation Growth⁽¹⁾

TSR:

Brown-Forman vs. S&P Consumer Staples vs. S&P 500⁽²⁾

CASH INCENTIVES

EQUITY-BASED INCENTIVES

We use equity-based compensation to better align the long-term economic interests of our NEOs with those of our stockholders. We offer our NEOs two types of equity-based incentives: performance-based restricted stock units (PBRSUs) and SSARs.