Brown-Forman Nixes Pernod Path, Touts Record Cash Flow Amid CEO Transition

Brown-Forman shareholders re-elected the board, approved executive pay, and ratified Ernst & Young as auditor, while the company also said final voting results will be filed later.

Chairman Marshall Farrer said the board explored a potential combination with Pernod Ricard but ultimately decided it was not the right path, reinforcing Brown-Forman’s focus on its own brands and culture.

CEO Lawson Whiting said fiscal 2026 was challenging, but the company still delivered record operating cash flow of $1 billion and nearly $900 million in free cash flow, helped by innovation and prior capacity investments.

Brown Forman NYSE: BF.A shareholders re-elected the company’s board and approved executive compensation and the auditor appointment at the spirits maker’s 2026 Annual Meeting of Stockholders, held at Churchill Downs in Louisville, Kentucky.

Mike Carr, executive vice president, general counsel and secretary, said approximately 96% of Class A stockholders were present or represented by proxy, establishing a quorum.

According to preliminary results, each of the 11 director nominees received at least 92% of Class A votes cast.

The company said it would issue a press release and file an 8-K with final voting results.

Stockholders also approved, on an advisory basis, compensation for the company’s named executive officers, with more than 85% of Class A shares present and entitled to vote supporting the proposal.

The ratification of Ernst & Young as Brown-Forman’s independent registered public accounting firm for fiscal 2027 passed with more than 99% support.

Marshall Farrer, chairman of the board, used his first full-year remarks as chairman to emphasize Brown-Forman’s long-term stewardship and its history of making major decisions amid uncertainty.

He pointed to the acquisition of Jack Daniel’s nearly 70 years ago, the creation of Woodford Reserve and the company’s expansion into emerging markets as examples of decisions that shaped the business.

Farrer also addressed the company’s exploration of a potential combination with Pernod Ricard.

“It is no secret that we explored a potential combination with Pernod Ricard,” he said, adding that decisions of that magnitude required serious consideration.

Farrer said the process reinforced the board’s view that Brown-Forman’s brands, people, culture and values remain central to the company’s future.

Farrer also acknowledged last week’s announcement that Lawson Whiting plans to retire as president and chief executive officer once a successor is appointed.

He thanked Whiting for nearly three decades of leadership and said the transition reflected the company’s focus on preparing Brown-Forman for future leadership.

Whiting told shareholders the decision was personal but said he has confidence in the company’s people, brands and board.

“Until we do find a successor, I’m in the seat,” Whiting said.

Whiting described the current operating environment as difficult, citing cost pressures, shifting consumer behavior, distributor changes and the leadership transition.

He said organic net sales were flat in fiscal 2026, while organic operating income declined 2%.

Whiting said the company essentially delivered against the guidance it had provided a year earlier, though he added that Brown-Forman aspires to better long-term results.

The CEO said innovation helped the company navigate the year.

He cited Jack Daniel’s Blackberry as a “home run” and said Jack Daniel’s Her...