Jeanne Farmer Grossman (individually and as the sole trustee of
certain trusts), Thomas William Mortensen, and Jonathan Michael
Waite (collectively, the “Concerned Stockholders”), who together
beneficially own approximately 4.9% of the outstanding common stock
of Farmer Bros. Co. (“Farmer Bros.” or the “Company”), today issued
an open letter to employees and stockholders of Farmer Bros.
Co. In it, Ms. Grossman responds to the Company’s efforts to
exploit estranged members of the Company’s founding family in a
desperate campaign to protect the current entrenched Board of
Directors at the upcoming Annual Meeting. Ms. Grossman
continues to urge stockholders to vote the
GOLD
proxy card to elect Mr. Mortensen and Mr. Waite and bring needed
change and experience to the Farmer Bros. Board. The full
text follows.
December 9, 2019
Dear Fellow Farmer Bros Co. Employees and
Stockholders,
In the best interests of the employees and stockholders of
Farmer Bros. and in the best interests of the truth, I feel
compelled to respond to the inaccuracies and false narrative
recently promoted by the Company in the name of Richard Farmer,
whose deep animus toward the founding family of the Company
continues to exploit to protect an entrenched Board of Directors,
as it did in its last proxy fight in 2016.
While the origin of Mr. Farmer’s grievances are irrelevant in
the context of the upcoming Annual Meeting, what is relevant is how
cynically he and the Company appear to exploit each other in the
service of their respective goals, Mr. Farmer’s to injure the
larger Farmer family and the Company’s to further a false narrative
of an active, accountable Board. However, I strongly dispute
that either is aligned with what matters most to me, my group and
my family: the long-term interests of Farmer Bros.’s
employees and stockholders.
For example, ahead of the 2016 Annual Meeting, Mr. Farmer came
out strongly in favor of the Company’s slate and against his
sister’s dissident slate, which other family members
whole-heartedly supported. In fact, he has stated several
times that his goal was to sell ALL Farmer Bros. stock in the
Family Trusts (roughly 32% of total FARM shares at the time) and
diversify the portfolios without any FARM stock (which was totally
against the intent of the trust creators and the rest of the
family). Shortly thereafter, he sold 600,000 shares of stock
personally held by him, further at odds with the faith he claimed
to have had in the Company’s outlook and leadership. He
demonstrated time and again that he really did not care about nor
know much about the Company.
Other stockholders and employees were not so lucky, as reflected
in the 59% share price decline over the past three years.
Were it not for Mr. Farmer’s cynical intervention ahead of the 2016
Annual Meeting, perhaps our Company’s Board would have received
much needed experience and accountability and avoided the
tremendous losses we have suffered since that time.
I fear history is repeating itself now, with dire
consequences.
Further, the Company’s recent press release, issued in Mr.
Farmer’s name, does not address any of the mistakes or blunders
that were constant throughout the all-important period from 2017 to
May 2019, when the Company was damaged so profoundly. This
lack of accountability is symptomatic of what ails our Company and
of the long tenures of Board Directors Christopher Mottern and
Charles Marcy, who have overseen and supported the strategic
missteps and failed CEO appointment that have wreaked havoc on our
Company, and thus can be expected to continue to avoid their proper
duty of oversight and accountability.
The real question before the shareholders is whether to support
two directors who are largely responsible for the last three years
of lost profits and shareholder value, high costs and huge debt,
and the resulting chaotic state of the Company, OR to support two
individuals, Tom Mortensen and Jonathan Waite, who deeply care
about the Company, want to see it return to profitability, and have
successfully helped turn the Company around after a very similar
situation in 2010/2012. I also believe Tom and Jonathan could
more ably assist Mr. Maserang and the newer, truly independent
Board members – Allison Boersma, Stacy Loretz-Congdon and David
Ritterbush, each of whom have demonstrated actions that sincerely
reflect their interests in returning the Company to profitability –
unlike those two directors whose actions have caused Farmer Bros.’
current, perpetual turnaround situation.
For this reason, I again ask you to elect our two
director nominees on the GOLD PROXY today, and remove two of the
principal architects of the Company’s failures, Directors Charles
Mottern and Chris Marcy.
Your support is extremely important. If you have any
questions, please call our proxy solicitor Okapi Partners toll-free
at (877) 274-8654 or email info@okapipartners.com.
Sincerely, Jeanne Farmer Grossman
IMPORTANT
If your shares are held in street name, your bank or broker can
vote your shares only upon receipt of your specific instructions.
Please contact the person responsible for your account and instruct
them that you only wish to vote
the GOLD proxy card.
If you have any questions or need further assistance, please
contact Okapi Partners at (877) 274-8654 or by e-mail
at info@okapipartners.com.
INVESTOR CONTACT:Okapi Partners LLC1212 Avenue
of the Americas, 24th FloorNew York, NY 10036+1
877-796-5274info@okapipartners.com
MEDIA CONTACT:Dan Gagnier / Jeffrey Mathews
Gagnier Communications +1 646-569-5897farmerbros@gagnierfc.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
The Concerned Stockholders have filed a definitive proxy
statement and an accompanying GOLD proxy card with the Securities
and Exchange Commission (the “SEC”) to be used to solicit votes for
the election of its nominees at the 2019 Annual Meeting of
Stockholders of Farmer Bros. Co.
THE CONCERNED STOCKHOLDERS STRONGLY ADVISE ALL STOCKHOLDERS OF
THE COMPANY TO READ THEIR PROXY STATEMENT AND OTHER PROXY MATERIALS
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION, THE CONCERNED
STOCKHOLDERS WILL PROVIDE COPIES OF THEIR PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
CONCERNED STOCKHOLDERS’ PROXY SOLICITOR, OKAPI PARTNERS, AT ITS
TOLL-FREE NUMBER: (877) 274-8654 OR AT INFO@OKAPIPARTNERS.COM.
The participants in the proxy solicitation are: Jeanne Farmer
Grossman, the Jeanne Grossman Living Trust, the 1964 Jeanne Ann
Farmer Grossman Trust, the 1969 Jeanne Ann Farmer Grossman Trust,
the 1972 Jeanne Ann Farmer Grossman Trust, the 1987 Roy F
Farmer Trust II, the 1988 Roy F Farmer Trust II, the 1988 Roy F
Farmer Trust III, the 1990 Brynn Elizabeth Grossman Trust, and the
1992 Brynn Elizabeth Grossman Trust, Thomas William Mortensen, and
Jonathan Michael Waite.
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