Farmer Bros. Co. (NASDAQ:FARM) (the “Company” or “Farmer Brothers”)
today announced that a leading independent proxy advisory firm,
Institutional Shareholder Services (“ISS”) has recommended that
Farmer Brothers stockholders vote “FOR” all three of the Company’s
highly qualified and experienced director nominees – Charles Marcy,
Deverl Maserang and Christopher Mottern – on the
WHITE proxy card in connection with the Company’s
2019 Annual Meeting of Stockholders to be held on December 10,
2019.
In its November 22, 2019 report, ISS concluded1:
- “The board has proactively recruited several new directors and
a new CEO who appears appropriate for the endeavor, and it is
addressing the primary operational concerns raised by the
dissident, which has failed to articulate a convincing argument in
favor of its nominees or to offer solutions that the board is not
already exploring.”
- “FARM has made directional progress since the departure of the
former CEO, as evidenced by positive 1Q FY20 results. Given these
encouraging developments, it is unclear how the dissident nominees
would be additive to the turnaround process.”
- “The dissident has not offered solutions that the board is not
already exploring, and the dissident has failed to make a
compelling case that the institutional knowledge and experience
held by its nominees would be more valuable than the perspectives
held by the incumbents.”
- “The proposed declassification enhances board accountability to
shareholders. Therefore, support for this proposal is
warranted.”
Commenting on the ISS report, Farmer Brothers issued the
following statement:
The recommendation from ISS to support all three of Farmer
Brothers’ highly qualified and experienced director nominees
underscores our belief that the Company’s Board has the right mix
of expertise, company knowledge and fresh perspectives to maximize
value for all stockholders.
As ISS recognizes, our Board has taken necessary steps to obtain
the proper collection of skills, expertise and experience among the
directors and has been committed to continuously reviewing its
capabilities. Accordingly, in the last two years, the Board has
appointed five new directors, four of whom are independent, and all
of whom have brought valuable additional skills and knowledge.
In addition, the Board is committed to driving the business
forward, delivering sustainable long-term growth and value creation
for stockholders. To that end, in May 2019, the Board determined it
was necessary to transition the leadership of Farmer Brothers and
appointed Board member, Christopher Mottern, as Interim Chief
Executive Officer, and subsequently identified and appointed Deverl
Maserang as President and Chief Executive Officer. In recent
quarters, the Farmer Brothers team has laid the foundation for the
Company’s turnaround and established a strong framework to return
Farmer Brothers to consistent growth and profitability.
Additionally, under Chuck Marcy’s leadership as Chair of Farmer
Brothers’ Nominating and Governance Comittee, our Board has
continued to evaluate the Company’s corporate governance and looked
for ways to enhance our current practices. As a result, our Board
believes that declassifying the Board is best practice and will
best serve the interests of our stockholders.
We strongly believe that replacing any of the Company’s director
candidates with the Grossman Group’s nominees would deprive the
Company of skills and expertise that significantly contribute to
the progress we are making. Electing the Grossman Group’s nominees
will not only jeopardize Farmer Brothers’ return to consistent
growth and profitability, but will also put stockholders’
investment at risk.
We strongly urge stockholders to follow ISS’s recommendation and
protect their investment by voting “FOR” Farmer Brothers’ director
nominees – Charles Marcy, Deverl Maserang and Christopher Mottern
on the WHITE proxy card.
Farmer Brothers reminds stockholders that every vote is
important, no matter how many or how few shares it represents.
The Company urges all stockholders to use the WHITE proxy
card to vote “FOR” the Company’s highly-qualified and experienced
director nominees TODAY.
If you have any
questions or require any assistance with respect to voting your
shares, please contact the Company’s proxy solicitor
MORROW
SODALI
509 Madison Avenue,
Suite 1206New York, NY 10022
Toll Free: (800)
662-5200Direct: (203) 658-9400E-mail: FARM@morrowsodali.com
About Farmer Bros. Co.Founded in 1912, Farmer
Bros. Co. is a national coffee roaster, wholesaler, and distributor
of coffee, tea, and culinary products. The Company's product lines
include organic, Direct Trade and sustainably-produced coffee. With
a robust line of coffee, hot and iced teas, cappuccino mixes,
spices, and baking/biscuit mixes, the Company delivers extensive
beverage planning services and culinary products to its U.S. based
customers. The Company serves a wide variety of customers, from
small independent restaurants and foodservice operators to large
institutional buyers like restaurant and convenience store chains,
hotels, casinos, healthcare facilities, and gourmet coffee houses,
as well as grocery chains with private brand coffee and
consumer-facing branded coffee and tea products, and foodservice
distributors.
Headquartered in Northlake, Texas. The Company's primary brands
include Farmer Brothers®, Artisan Collection by Farmer Brothers™,
Superior®, Metropolitan™, China Mist® and Boyds®.
Forward-Looking Statements
Certain statements in this communication constitute
“forward-looking statements.” When used in this communication, the
words “will,” “expects,” “anticipates,” “estimates” and “believes,”
and similar expressions and statements that are made in the future
tense or refer to future events or developments, are intended to
identify such forward-looking statements. Such forward-looking
statements are subject to risks, uncertainties and other factors
that could cause the actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward looking statements include, but
are not limited to, the timing and success of our DSD restructuring
plan, the Company’s success in consummating acquisitions and
integrating acquired businesses, the impact of capital improvement
projects, the adequacy and availability of capital resources to
fund the Company’s existing and planned business operations and the
Company’s capital expenditure requirements, the relative
effectiveness of compensation-based employee incentives in causing
improvements in Company performance, the capacity to meet the
demands of our large national account customers, the extent of
execution of plans for the growth of Company business and
achievement of financial metrics related to those plans, the
ability of the Company to retain and/or attract qualified
employees, the success of the Company’s adaptation to technology
and new commerce channels, the effect of the capital markets as
well as other external factors on stockholder value, fluctuations
in availability and cost of green coffee, competition,
organizational changes, the effectiveness of our hedging strategies
in reducing price risk, changes in consumer preferences, our
ability to provide sustainability in ways that do not materially
impair profitability, changes in the strength of the economy,
business conditions in the coffee industry and food industry in
general, our continued success in attracting new customers,
variances from budgeted sales mix and growth rates, weather and
special or unusual events, as well as other risks described in this
presentation and other factors described from time to time in our
filings with the SEC.
These statements are based on management’s current expectations,
assumptions, estimates and observations of future events and
include any statements that do not directly relate to any
historical or current fact; actual results may differ materially
due in part to the risk factors set forth in our most recent
annual, periodic and current reports filed with the SEC. Undue
reliance should not be placed on the forward-looking statements in
this communication, which are based on information available to the
Company on the date hereof, and the Company assumes no obligation
to update such statements.
Important Additional Information and Where to Find
It
Farmer Bros. Co. has filed a definitive proxy statement and
accompanying WHITE proxy card with the SEC in connection with the
solicitation of proxies from the Company’s stockholders in
connection with the matters to be considered at the Company’s 2019
Annual Meeting. Additional information regarding the identity of
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the Company’s definitive
proxy statement, including the schedules and appendices
thereto.
THE COMPANY URGES ITS INVESTORS AND STOCKHOLDERS TO READ
CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY SUPPLEMENTS OR AMENDMENTS), THE ACCOMPANYING WHITE
PROXY CARD AND ANY OTHER DOCUMENTS THAT THE COMPANY MAY FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Farmer Bros. Co., certain of its directors and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in
connection with the matters to be considered at the Company’s 2019
Annual Meeting. Information regarding the names of the Company’s
directors and executive officers and their respective interests in
the Company by security holdings or otherwise is set forth in the
Company’s definitive proxy statement for its 2019 Annual Meeting.
To the extent holdings of the Company’s securities have changed
since the amounts set forth in the Company’s definitive proxy
statement for the 2019 Annual Meeting, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3,
Statements of Change in Ownership on Form 4 or Annual Statements of
Changes in Beneficial Ownership of Securities on Form 5 filed with
the SEC. These documents are available free of charge at the SEC’s
website at www.sec.gov.
Copies of the definitive proxy statement (including any
supplements or amendments), the accompanying WHITE proxy card, and
any other documents filed by the Company with the SEC are available
free of charge at the SEC’s website at www.sec.gov. Copies are also
available free of charge at the Investor Relations section of the
Company’s website at www.farmerbros.com.
Contacts
Investor:Joele Frank, Wilkinson Brimmer
KatcherLeigh Parrish, 212-355-4449
Shareholders Contact:Morrow SodaliMike
Verrechia/Bill Dooley, (800) 662-5200
1 Permission to use quotations neither sought nor obtained.
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