Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 23, 2012, the Board of Directors (the "Board") of Beam Inc. (the "Company") elected Gretchen W. Price, Executive Vice President, Chief Financial and Administrative Officer of Arbonne International, LLC, as a new Director. The Board also appointed Ms. Price to the Audit Committee. Ms. Price will participate in the Company's compensation program for non-employee directors, which is described on pages 20 and 21 of the Company's Proxy Statement filed with the Securities and Exchange Commission on March 9, 2012.

In connection with the election of Ms. Price, the Board increased the number of Directors of the Company from seven to eight.

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