Farmer Bros. Co. (NASDAQ:FARM) (the “Company” or “Farmer Brothers”)
today announced that Glass Lewis & Co. (“Glass Lewis”)
recommends that 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.
Glass Lewis is the second leading independent proxy advisory
firm to recommend “FOR” Farmer Brothers’ nominees, following a
recommendation issued by Institutional Shareholder Services (“ISS”)
on November 22, 2019, as previously announced.
In its November 27, 2019 report, Glass Lewis noted1:
- “Having reviewed the arguments presented by the Grossman Group
as well as the incumbent board’s response, we do not believe the
Dissident has made a compelling case that electing its nominees is
warranted or in the best interests of all shareholders at this
time.”
- “With respect to board composition, we find that the incumbent
directors have appropriate qualifications and expertise to oversee
the Company and that the board is sufficiently independent. In
particular, we believe Management Nominees Marcy and Mottern
continue to be well qualified to serve on the board, with executive
experience in the food and beverage industry as well as relevant
CEO experience and additional public company board
experience.”
- “…we note that, in addition to the executive changes…the board
has been refreshed with four new directors appointed in the last
two years. In this case, we do not believe there is a clear case
that further change to the composition of the board is warranted at
this time.”
- “…we believe the incumbent board has taken appropriate steps to
hold past management accountable for poor performance and to
appoint a new CEO who appears to have appropriate experience and
qualifications to oversee the Company. Furthermore, we recognize
that Farmer Bros. has provided shareholders with a clear set of
priorities that are focused on addressing the operational and
financial challenges facing the business.”
Commenting on the Glass Lewis report, Farmer Brothers issued the
following statement:
We are pleased that both Glass Lewis
and ISS support all three of Farmer Brothers’ highly-qualified and
experienced director nominees – Charles Marcy, Deverl Maserang and
Christopher Mottern. The recommendation from these two leading
proxy advisory firms underscore 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 both Glass Lewis and ISS
recognize, the Board has taken decisive action to put new
leadership in place and lay the right foundation for the Company’s
turnaround and return to growth and profitability. Farmer Brothers
has valuable assets, a strong platform and a dedicated and talented
group of team members that is motivated to see the Company thrive.
With the organization’s focus on five defined strategic
initiatives, Farmer Brothers is making progress in putting the
Company on the path to deliver improved financial performance and
enhance stockholder value.
We strongly urge stockholders to
follow the Glass Lewis and ISS recommendations 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.
___________________________1 Permission to use quotations
neither sought nor obtained.
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 1206 |
New York, NY 10022 |
|
Toll Free: (800) 662-5200 |
Direct: (203) 658-9400 |
E-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
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