Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 10, 2019, Farmer Bros. Co., a Delaware corporation (the “Company”), held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, based on the final report of the Inspector of Election, the stockholders of the Company: (i) elected Charles F. Marcy, D. Deverl Maserang II and Christopher P. Mottern to serve as Class I directors of the Company for a three-year term of office expiring at the 2022 Annual Meeting of Stockholders and until their successors are elected and duly qualified; (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; (iv) approved a management proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board of Directors, beginning at the 2020 annual meeting; and (v) approved the consideration of a non-binding stockholder proposal urging the Board of Directors to provide for the phased-in declassification of the Board of Directors, beginning at the 2020 annual meeting. There were 17,148,790 shares of Common Stock, $1.00 par value, entitled to 17,148,790 votes, and 14,700 shares of Series A Convertible Participating Cumulative Perpetual Preferred Stock, $1.00 par value, entitled to 411,271 votes, for a total of 17,560,061 votes, outstanding and entitled to vote at the Annual Meeting, and a total of 14,722,489 votes (83.84%) were represented at the Annual Meeting.
Set forth below, with respect to each such proposal, are the number of votes reported in the final report of the Inspector of Election cast for, against or withheld, and the number of abstentions.
Proposal No. 1 – To elect three Class I directors to the Board of Directors (the “Board”) of the Company for a three-year term of office expiring at the Company’s 2022 Annual Meeting of Stockholders and until their successors are elected and duly qualified:
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DIRECTOR NOMINEE
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FOR
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WITHHOLD
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Charles F. Marcy
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12,921,145
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104,550
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D. Deverl Maserang II
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14,271,011
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91,360
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Christopher P. Mottern
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12,938,687
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87,008
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Thomas William Mortensen
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1,679,055
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17,740
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Jonathan Michael Waite
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1,677,809
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18,986
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Proposal No. 2 – To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020:
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FOR
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AGAINST
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ABSTAIN
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14,577,749
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58,118
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86,622
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Proposal No. 3 – To hold an advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers:
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FOR
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AGAINST
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ABSTAIN
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12,650,918
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1,421,227
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650,344
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Proposal No. 4 – To approve a management proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for the phased-in declassification of the Board, beginning at the 2020 annual meeting:
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FOR
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AGAINST
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ABSTAIN
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14,603,573
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60,498
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58,418
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Proposal No. 5 – To consider a non-binding stockholder proposal urging the Board to provide for the phased-in declassification of the Board, beginning at the 2020 annual meeting:
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FOR
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AGAINST
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ABSTAIN
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9,899,754
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295,568
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2,830,373
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