1 week ago
Brown-Forman Family Members Rebuke Management After Spirits Deal Collapse
Two members of the Brown family, which controls Brown-Forman, complained that the company was not performing well.
They said sales and the company’s stock had fallen.
They also criticized the company for paying executives bonuses after a possible deal with Pernod Ricard failed.
Brown-Forman’s chief executive, Lawson Whiting, announced his retirement three days after the family members sent their letter.
The brothers wanted the board to explain what happened with Pernod Ricard.
They also wanted a clear plan for improving the company.
They said a deal with Sazerac might help Brown-Forman.
Brown-Forman later rejected Sazerac’s $15 billion offer.
The company said it takes stakeholder feedback seriously and regularly has constructive discussions.
W. L. Lyons Brown III and Stuart Brown criticized Brown-Forman’s management, board and executive pay practices in a July 10 letter.
The family members blamed Lawson Whiting’s leadership for weak operating results, failed transactions and rising compensation as the stock declined.
Brown-Forman ended discussions with Pernod Ricard roughly a month after reports of a possible acquisition emerged.
Executives involved in the talks received about $6 million in payments, including $2.7 million for Whiting, according to a regulatory filing.
Brown-Forman later rejected an unsolicited $15 billion takeover offer from Sazerac, which the brothers said deserved consideration.
- Who
- W. L. Lyons Brown III and Stuart Brown criticized Brown-Forman Corporation’s board, management and executive compensation practices.
- What
- The family members demanded greater accountability, a strategic plan and more information about failed merger discussions with Pernod Ricard and interest from Sazerac.
- Where
- The dispute concerns Brown-Forman Corporation, which is based in Louisville, Kentucky.
- When
- The letter was dated July 10; Lawson Whiting announced his retirement on July 13, and Brown-Forman announced its rejection of Sazerac’s offer on July 26.
- Why
- The brothers cited declining revenue and share value, weak operating performance, failed transactions and executive bonuses connected to the unsuccessful Pernod Ricard talks.
Family Critics
Company and Board
Management performance
Family Critics
Lyons Brown III and Stuart Brown said Lawson Whiting’s three-year record showed poor operating performance, failed transactions and increased personal compensation while the stock and sales declined.
Company and Board
Brown-Forman’s spokesperson said the company takes feedback from all stakeholders seriously and regularly engages in constructive dialogue.
Executive compensation
Family Critics
The brothers said bonuses paid to executives involved in the unsuccessful Pernod Ricard talks rewarded failure and produced no value for shareholders.
Company and Board
Brown-Forman disclosed in a regulatory filing that payments totaling roughly $6 million were approved for executives involved in the talks, including $2.7 million for Whiting.
Future strategy and acquisitions
Family Critics
The brothers demanded a strategic plan and argued that a combination with Sazerac could have strengthened Brown-Forman’s domestic and global position.
Company and Board
Brown-Forman ended the Pernod Ricard discussions and later rejected Sazerac’s unsolicited $15 billion offer.
Key facts
- Company
- Brown-Forman Corporation, maker of Jack Daniel’s, Woodford Reserve, Herradura and Diplomático.
- Family critics
- W. L. Lyons Brown III and Stuart Brown, descendants of Brown-Forman’s founding family.
- Chief executive
- Lawson Whiting announced his retirement three days after the letter was dated.
- Pernod Ricard talks
- Brown-Forman announced that discussions to combine with Pernod Ricard had ended after roughly one month.
- Executive payments
- A regulatory filing said executives involved in the talks received approximately $6 million, including $2.7 million for Whiting.
- Sazerac offer
- Brown-Forman rejected an unsolicited $15 billion takeover offer from Sazerac.
- Share-value decline
- Brown-Forman’s market value fell from a 2020 peak of $38 billion to as low as $10.5 billion early this year.
Quotes
W. L. Lyons Brown III and Stuart Brown
Brown-Forman family members and shareholders who criticized the company’s management and board
“he “carries a three-year track record defined by poor operating performance, failed transactions, and significant increases in personal compensation, even as the stock languished and employees were terminated.””
livemint.com
“If the Pernod Ricard transaction was Plan A, what is Plan B? The company is in crisis”
livemint.com
Sources
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