UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2020
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-34249
 
95-0725980
 
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
1912 Farmer Brothers Drive, Northlake, Texas 76262
 
(Address of Principal Executive Offices) (Zip Code)
 
 
 
Registrant’s Telephone Number, Including Area Code: 888-998-2468
 
None
 
(Former Address, if Changed Since Last Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of Each Class
 
Trading Symbol(s)
Name of Each Exchange on Which Registered
 
 
Common Stock, $1.00 par value
 
FARM
NASDAQ Global Select Market
 
 
 
 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On March 26, 2020, in response to the potential effect of the COVID-19 pandemic on revenue, the Board of Directors (the “Board”) of Farmer Bros. Co. (the “Company”) approved the implementation of a 15-percent salary reduction for all of the Company’s named executive officers, starting April 1, 2020. The salary reduction will be reviewed periodically for reinstatement. In addition, the Board approved that it will forego its quarterly compensation payable in April 2020.     
Item 7.01. Regulation FD Disclosure.
On March 30, 2020, the Company issued a press release announcing the executive and Board compensation adjustment, which is being furnished herewith as Exhibit 99.1.
As provided in General Instruction B.2. of Form 8-K, the information and exhibit furnished pursuant to Item 7.01 of this report are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing. In addition, the exhibit furnished herewith contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
 
Description
99.1
 







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:    March 30, 2020
 
FARMER BROS. CO.
 
 
 
 
 
By:
/s/ Scott R. Drake
 
 
Scott R. Drake
 
 
Chief Financial Officer
(principal financial and accounting officer)




Farmer Brothers (NASDAQ:FARM)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Farmer Brothers Charts.
Farmer Brothers (NASDAQ:FARM)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Farmer Brothers Charts.