FARM » Topics » Item 4. Submission of Matters to a Vote of Security Holders.

This excerpt taken from the FARM 10-Q filed Feb 10, 2009.

Item 4.  Submission of Matters to a Vote of Security Holders

 

On December 11, 2008 the Company held its Annual Meeting.  Of the 16,100,280 shares of common stock outstanding and entitled to vote at the Annual Meeting, 15,012,581 were represented at the meeting, or a 93% quorum.

 

At the Annual Meeting, stockholders:

 

1.             Elected each of the following two (2) individuals to the Board of Directors to serve a three-year term as Class II directors until the Annual Meeting of Stockholders in 2011 and until their successors have been duly elected and qualified:

 

Director Nominee

 

Votes Cast For

 

Votes Withheld

 

Guenter W. Berger

 

14,778,798

 

233,783

 

Thomas A. Maloof

 

14,793,861

 

218,720

 

 

The other directors whose term of office as a director continued after the meeting are:  Roger M. Laverty III; Martin A. Lynch; James J. McGarry; John H. Merrell; and Carol Farmer Waite.

 

2.             Ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2009.   There were 14,861,387 votes for the appointment, 118,438 votes against the appointment, 32,756 abstentions and no broker non-votes.

 

This excerpt taken from the FARM 10-Q filed Feb 11, 2008.

Item 4. Submission of Matters to a Vote of Security Holders.

 

On December 6, 2007, the Company held its Annual Meeting.  Of the 16,075,080 shares of common stock outstanding and entitled to vote at the Annual Meeting, 15,460,506 were represented at the meeting, or a 96.3% quorum.

 

At the Annual Meeting, stockholders:

 

1.    Elected each of the following three (3) individuals to the Board of Directors to serve a three-year term as Class I directors until the Annual Meeting of Stockholders in 2010 and until their successors have been duly elected and qualified:

 

Director Nominee

 

Votes Cast For

 

Votes Withheld

 

Roger M. Laverty III

 

15,142,040

 

338,466

 

Martin A. Lynch

 

15,110,047

 

370,459

 

James J. McGarry

 

15,176,719

 

303,787

 

 

2.    Ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2008.   There were 15,324,854 votes for the appointment, 49,247 votes against the appointment, 106,405 abstentions and no broker non-votes.

 

3.    Approved the Farmer Bros. Co. 2007 Omnibus Plan.  There were 13,420,832 votes for the proposal, 409,941 votes against the proposal, 674,177 abstentions and 975,556 broker non-votes.

 

This excerpt taken from the FARM 10-K filed Sep 13, 2007.

Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of fiscal 2007 no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.

10




PART II

This excerpt taken from the FARM 10-Q filed Feb 9, 2007.

Item 4. Submission of Matters to a Vote of Security Holders.

(a)           The Company held its Annual Meeting of Stockholders on November 28, 2006.

(b)           Omitted pursuant to Instruction 3 to Item 4 of Form 10-Q.

(c)           The two items voted upon at the meeting were (i) to elect two directors to a three year term of office expiring at the 2009 Annual Meeting of Stockholders (“Item 1”); and (ii) to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2007 (“Item 2”).

The results of voting at the Annual Meeting of Stockholders follows:

Item 1 - Election of Directors

Director Nominee

 

Votes Cast For

 

Votes Withheld

 

Carol Farmer Waite

 

15,148,984

 

612,740

 

John H. Merrell

 

13,114,105

 

2,647,619

 

 

Item 2 - Ratification of Selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending June 30, 2007.

For

 

Against

 

Abstain

 

Broker Non-Votes

 

15,545,137

 

208,388

 

8,199

 

0

 

 

All nominees to the Board of Directors were declared to have been elected as directors to hold office until the 2009 Annual Meeting of Stockholders. Item 2 was declared to have been approved.

(d) Not applicable.

This excerpt taken from the FARM 10-K filed Sep 13, 2006.

Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of fiscal 2006 no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.

10




PART II

This excerpt taken from the FARM 10-Q filed Feb 9, 2006.

Item 4. Submission of Matters to a Vote of Security Holders.

 

(a)             The Company held its Annual Meeting of Stockholders on November 28, 2005.

(b)            Omitted pursuant to Instruction 3 to Item 4 of Form 10-Q.

(c)             The two items voted upon at the meeting were (i) to elect two directors to a three year term of office expiring at the 2008 Annual Meeting of Stockholders (“Item 1”); and (ii) to ratify the selection of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending June 30, 2006 (“Item 2”).

 

The results of voting at the Annual Meeting of Stockholders follows:

 

Item 1 - Election of Directors

 

Director Name

 

Yes

 

Withhold

 

Guenter W. Berger

 

12,773,144

 

2,915,853

 

Thomas A. Maloof

 

12,850,973

 

2,838,024

 

 

Item 2 - Ratification of Selection of Ernst & Young LLP as Independent Auditors for the fiscal year ending June 30, 2006.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

15,404,510

 

240,612

 

43,875

 

0

 

 

Of the 16,075,080 shares of common stock entitled to vote, 15,688,997 were voted.

 

All nominees to the Board of Directors were declared to have been elected as directors to hold office until the 2008 Annual Meeting of Stockholders.  Item 2 was declared to have been approved.

 

(d)    Not applicable.

 

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