Jeanne Farmer Grossman (individually and as the sole trustee of
certain trusts), Thomas William Mortensen, and Jonathan Michael
Waite (collectively, the “Concerned Stockholders”) announced today
that they issued an open letter urging stockholders of Farmer Bros.
Co. (Nasdaq: FARM) (the “Company”) to STOP, LOOK and LISTEN before
taking any action in response to the Company’s solicitation of
proxies for the 2019 Annual Meeting of Stockholders. The complete
text of the letter to stockholders follows:
October 30, 2019
AN IMPORTANT MESSAGE FROM CONCERNED
STOCKHOLDERS OF FARMER BROS. CO. TO THEIR FELLOW
STOCKHOLDERS
Dear Fellow Farmer Bros. Co. Stockholder:
You will soon receive or may have already
received a proxy statement and accompanying white proxy card from
Farmer Bros. Co. (“Farmer Bros.” or the “Company”) in connection
with the upcoming 2019 Annual Meeting of Stockholders of the
Company (the “Annual Meeting”), set for 10:00 a.m. Central Standard
Time, on Tuesday, December 10, 2010, at the Hilton Dallas/Southlake
Town Square, 1400 Plaza Place, Southlake, Texas 76092, with a
record date for the Annual Meeting of October 18, 2019.
We strongly urge you NOT to
return the white proxy card or voting instruction form from the
Company and NOT to allow the Company to take your
vote over the telephone or by internet, but to wait until you
receive and review our definitive proxy materials and
GOLD proxy card, which we will be sending to you
soon, before voting. If you have already voted the Company’s white
proxy card or voting instruction form or had your vote taken by the
Company over the telephone or by internet, a later-dated
GOLD proxy card will revoke your previously cast
vote.
We are seeking your support for the election of
our two highly qualified nominees, Thomas William Mortensen and
Jonathan Michael Waite, to the Company’s Board of Directors (the
“Board”), due to our continued frustration with the performance of
Farmer Bros. and our concerns that the Board is not taking the
appropriate action to maximize stockholder value. As shown in the
Company’s own proxy statement, the Company’s three-year cumulative
Total Shareholder Return (“TSR”) of -49% significantly
underperformed the general market and its peer group, which had a
TSR of +40%. We strongly believe that the Board must be
reconstituted to ensure that the directors take the necessary steps
for the Company’s stockholders to realize the maximum value of
their investment.
We strongly urge you to wait for and carefully
consider the information contained in the Concerned Stockholders’
proxy materials and the GOLD proxy card prior to
casting your vote in connection with the Annual Meeting.
Who are the Concerned
Stockholders?
The participants in the proxy solicitation in
connection with the Annual Meeting include myself, Jeanne Farmer
Grossman (individually and as the sole trustee of certain trusts)
and each of the individuals I have nominated for election as
directors at the Annual Meeting: Thomas William Mortensen and
Jonathan Michael Waite.
I beneficially own approximately 4.9% of the
outstanding shares of common stock, par value $1.00 per share, of
the Company. I served on the Company’s Board from December 2009
until December 2018, which gave me firsthand perspective of what I
believe are significant failings on the Board and at the Company’s
executive levels, particularly in recent years. Together, we are
seeking to add two representatives to the Board at the upcoming
2019 Annual Meeting of Stockholders.
Why are we seeking your
vote?
We are seeking your vote because we believe
there is significant value to be realized at Farmer Bros., but we
are concerned that the Board is not taking the appropriate action
to maximize stockholder value. We are seeking to add to the
Company’s Board two highly qualified director nominees who are
committed to fully exploring all opportunities to unlock
stockholder value.
What should I do now?
We recommend that you DO
NOT return any white proxy card or voting
instruction form to the Company and DO
NOT allow the Company to take your vote over the
telephone or by internet. If you have already voted a white proxy
card or voting instruction form or had your vote recorded by the
Company over the telephone or by internet, returning a later dated
GOLD proxy card or GOLD voting
instruction form will revoke your previously cast vote.
Who should I contact for more
information?
The Concerned Stockholders’ proxy advisor is
Okapi Partners. If you have any questions or need further
assistance, please contact Okapi Partners at the phone numbers or
email listed below:
OKAPI PARTNERS LLC1212 Avenue
of the Americas, 24th FloorNew York, NY 10036(212)
297-0720Shareholders Call Toll-Free at: (877) 274-8654E-mail:
info@okapipartners.com
Please wait until you receive and review
the Concerned Stockholders’ proxy materials and GOLD proxy card
before you cast your vote in connection with the Annual
Meeting.
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 NOT to vote at this
time and 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.
Thank you for your support,
Jeanne Farmer Grossman
MEDIA CONTACT:
Dan Gagnier / Jeffrey MathewsGagnier
Communications+1 646-569-5897
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
The Concerned Stockholders intend to file 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
GROSSMAN PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE GROSSMAN PARTICIPANTS' 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 (collectively, the “Concerned
Stockholders”).
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