Leading Independent Proxy Advisor Firm Egan-Jones Recommends Farmer Bros. Stockholders Vote “for” Both of Concerned Stock...
December 06 2019 - 2:44PM
Jeanne Farmer Grossman (individually and as the sole trustee of
certain trusts), Thomas William Mortensen, and Jonathan Michael
Waite (collectively, the “Concerned Stockholders”), who together
beneficially own approximately 4.9% of the outstanding common stock
of Farmer Bros. Co. (“Farmer Bros.” or the “Company”), today
announced that Egan-Jones Proxy Services, a leading independent
proxy advisory service, recommends that stockholders vote for both
of Concerned Stockholders’ nominees – Thomas Mortensen and Jonathan
Michael Waite – on the
GOLD proxy card in
connection with the Company’s 2019 Annual Meeting of Stockholders
to be held on December 10, 2019.
Recently, proxy advisor service Institutional Shareholders
Services raised serious concerns about the Company’s poor
performance and “perpetual turnaround” status, and even suggested,
“A cynical mind might also view the former CEO as a convenient
scapegoat [for the Board], particularly since he was allowed to
step down and remained entitled to receive severance, despite what
the Board characterized during discussions with ISS as questionable
candor.”
Egan-Jones elaborates further on the current Board’s weaknesses
in its December 5, 2019, report, concluding1:
- “We believe that there is a compelling reason to alter the
Board composition as evidenced by the abysmal performance of the
Company’s financials coupled with poor management decisions which
placed Farmer Bros. in an undesirable state. In our view, the high
management turnover is a clear indication that the Company lacks
strategic direction, which we believe is the root cause of value
destruction.”
- “We believe that the addition of Tom Mortensen and Jonathan
Waite, together with the newly [appointed] CEO, will be a
significant contribution to the Board, given that its current
composition is not the best in class in terms of industry knowledge
and experience. Moreover, the addition of the new members will be a
true wake up call to emphasize the urgent need for action and
change.”
- “In our view, the Company’s recurring mistakes in strategy
execution and prioritizing short sighted results should be
realigned to efforts which lead to value creation which will
maximize shareholders’ interests in the long run.”
In addition, the Concerned Stockholders pointed out that recent
statements of support for the entrenched Board attributed to
Richard Farmer and promoted by the Company are self-serving,
largely misleading and symptomatic of the very issues that have led
to decline and value destruction at Farmer Bros. over the past
three years.
Jeanne Farmer Grossman stated that she believes that the
stockholders and employees of Farmer Bros. have begun to see
through the misinformation and false narratives promoted by the
Company on behalf of long-tenured directors like Chuck Marcy and
Chris Mottern. With an abysmal track record of share price
declines, asset liquidations and talent loss, these entrenched
interests must resort to unfounded and mischaracterized attacks on
the Group and its two talented, qualified and successful nominees
and to exploiting a disgruntled family member in their indecorous
battle.
Nevertheless, Ms. Grossman continues to be hopeful that
stockholders recognize that change, even with a new CEO, is
unlikely without positive change on the Board. She urges
stockholders to vote for Tom Mortensen and Jonathan Waite, who
bring the experience, foresight and trust of employees that the
current Board lacks, but are necessary to turn this business
around, in stark contrast with the two incumbent directors up for
reelection who have amply demonstrated their inability to preserve,
let alone create, shareholder value.
Farmer Bros.’ stockholders are urged to elect Tom Mortensen and
Jonathan Waite. Once elected, they will work with the Board
and new CEO D. Deverl Maserang II to begin the process of returning
Farmer Bros. to the values and principles upon which it was
built.
VOTE FOR OUR EXPERIENCED DIRECTORS TO
TURN-AROUND FARMER BROS. AND CREATE VALUE
We urge you to vote using only your GOLD PROXY
today.
Your support is extremely important. If you have any
questions, please call our proxy solicitor Okapi Partners toll-free
at (877) 274-8654 or email info@okapipartners.com.
Please wait until you receive and review
the Concerned Stockholders’ proxy materials and GOLD proxy card
before you cast your vote in connection with the Annual
Meeting.
IMPORTANT
If your shares are held in street name, your bank or broker can
vote your shares only upon receipt of your specific instructions.
Please contact the person responsible for your account and instruct
them that you only wish to vote
the GOLD proxy card.
If you have any questions or need further assistance, please
contact Okapi Partners at (877) 274-8654 or by e-mail
at info@okapipartners.com.
INVESTOR CONTACT:Okapi Partners LLC1212 Avenue
of the Americas, 24th FloorNew York, NY 10036+1
877-796-5274info@okapipartners.com
MEDIA CONTACT:Dan Gagnier / Jeffrey Mathews
Gagnier Communications +1 646-569-5897 farmerbros@gagnierfc.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
The Concerned Stockholders have filed a definitive proxy
statement and an accompanying GOLD proxy card with the Securities
and Exchange Commission (the “SEC”) to be used to solicit votes for
the election of its nominees at the 2019 Annual Meeting of
Stockholders of Farmer Bros. Co.
THE CONCERNED STOCKHOLDERS STRONGLY ADVISE ALL STOCKHOLDERS OF
THE COMPANY TO READ THEIR PROXY STATEMENT AND OTHER PROXY MATERIALS
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC’S WEB SITE AT WWW.SEC.GOV. IN ADDITION, THE CONCERNED
STOCKHOLDERS WILL PROVIDE COPIES OF THEIR PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
CONCERNED STOCKHOLDERS’ PROXY SOLICITOR, OKAPI PARTNERS, AT ITS
TOLL-FREE NUMBER: (877) 274-8654 OR AT INFO@OKAPIPARTNERS.COM.
The participants in the proxy solicitation are: Jeanne Farmer
Grossman, the Jeanne Grossman Living Trust, the 1964 Jeanne Ann
Farmer Grossman Trust, the 1969 Jeanne Ann Farmer Grossman Trust,
the 1972 Jeanne Ann Farmer Grossman Trust, the 1987 Roy F
Farmer Trust II, the 1988 Roy F Farmer Trust II, the 1988 Roy F
Farmer Trust III, the 1990 Brynn Elizabeth Grossman Trust, and the
1992 Brynn Elizabeth Grossman Trust, Thomas William Mortensen, and
Jonathan Michael Waite.
1
Permission to use quotations neither sought nor obtained.
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