Farmer Bros. Co. (NASDAQ:FARM) (the “Company” or “Farmer Brothers”)
today announced that Richard Farmer, a member of the founding
Farmer family, provided the Company with the following statement to
share with other stockholders:
As a member of the Farmer family and a longtime Farmer Brothers
stockholder beneficially owning approximately 1.2 million shares, I
support the Company’s Board of Directors and management team.
I have found the Board and management team to be open to
engaging in constructive dialogue with stockholders and am
confident in their commitment to acting in the best interests of
Farmer Brothers and all of the Company’s stockholders.
I am pleased with the actions the Board has recently taken to
position the Company for a return to profitable growth. This
includes taking steps to strengthen the Company’s financial
position, address challenges in the DSD business and appoint new
leadership that is engaging employees and focusing the organization
on execution. I believe the Board’s recent appointment of Deverl
Maserang as President and Chief Executive Officer, bringing his
significant expertise in turnarounds, global supply-chain
transformations and the food and beverage industry to the Company,
should benefit the Company and stockholders.
Additionally, I am pleased with the Board’s decision to
declassify the Board. It is clear that the Board is committed to
ensuring the Company’s corporate governance practices best serve
the interests of stockholders.
I look forward to supporting all three of the Company’s Board
nominees – Deverl Maserang, Chuck Marcy, Chris Mottern – at the
upcoming 2019 Annual Meeting of Stockholders.
– Richard F. Farmer
The Farmer Brothers Board and management team appreciate the
support of Richard Farmer and remain committed to acting in the
best interests of the Company and delivering value to all
stockholders.
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.MORROWSODALI509
Madison Avenue, Suite 1206New York, NY 10022Toll 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
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