Farmer Brothers Company DEFA14A 2016
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
FARMER BROS. CO.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
On November 30, 2016, Farmer Bros. Co. issued the following statement.
Farmer Bros. Urges Stockholders to Follow Recommendation of All Three Proxy
Advisory Firms and Vote FOR All Three Farmer Bros. Nominees
December 8th Election Critical to Sustaining Superior Stockholder Value Creation and
Continuing Farmer Bros. Proven Turnaround Plan
Protect Your Investment in Farmer Bros. by Voting FOR Each of Farmer Bros.
Highly Qualified Director Nominees on the GOLD Proxy Card
FT. WORTH, Texas November 30, 2016 Farmer Bros. Co. (NASDAQ: FARM, the Company or Farmer Bros.) today mailed the following letter to its stockholders in connection with the Companys upcoming 2016 Annual Meeting of Stockholders to be held on December 8, 2016:
November 30, 2016
Dear Farmer Bros. Co. Stockholder:
The Farmer Bros. 2016 Annual Meeting of Stockholders is quickly approaching. You have recently received mailings about the current Farmer Bros. Board of Directors and management team having a proven track record of driving growth and taking decisive action to create superior stockholder value and ensure the long-term success of the Company. This is contrasted with the risk to your investment in Farmer Bros. posed by the Waite Group, which has offered NO plan for the future of your Company and has nominated three unqualified individuals who would add NO value to your Board.
Last week, ALL THREE proxy advisory firms recommended that stockholders vote FOR Farmer Bros. nominees Michael H. Keown, Charles F. Marcy and Christopher P. Mottern. We urge you to protect the value of your investment and the future of Farmer Bros. by following the recommendation of all three proxy advisory firms in support of Farmer Bros. three highly qualified nominees. Vote the GOLD proxy card today.
ALL THREE PROXY ADVISORY FIRMS RECOMMEND VOTING FOR FARMER BROS.
THREE HIGHLY QUALIFIED NOMINEES AND WE URGE STOCKHOLDERS
TO FOLLOW THEIR RECOMMENDATION
In its November 23, 2016 report, Institutional Shareholder Services concludedi:
In its November 24, 2016 report, Glass Lewis concluded the Waite Group has not made a compelling caseii:
In its November 23, 2016 report, Egan-Jones concluded voting FOR Farmer Bros. nominees is in the best interest of the Company and stockholders, notingiii:
VOTE FOR THE FARMER BROS. BOARD THAT IS DELIVERING
SUPERIOR STOCKHOLDER VALUE AND IMPROVED
OPERATIONAL AND FINANCIAL PERFORMANCE
PROTECT YOUR INVESTMENT BY VOTING THE GOLD PROXY CARD TODAY
It is clear that the Waite Group fails to provide any plan for the Companys future or any changes to the Companys current operating model or strategic decisions that would enhance stockholder returns. Electing the Waite Group nominees puts your investment in Farmer Bros. at risk by effectively placing control of the Board in the Waite Groups hands, which would put the Companys leadership at risk and would derail the Companys proven turnaround plan.
We are confident that the current Farmer Bros. Board, including our three nominees Michael H. Keown, Charles F. Marcy and Christopher P. Mottern is well positioned to guide the Company into the future and maximize value for all stockholders. We strongly urge you to follow the recommendation of the three proxy advisory firms by voting FOR Farmer Bros. director nominees on the GOLD proxy card today.
On behalf of your Board of Directors, we thank you for your continued support.
Your Vote Is Important, No Matter How Many Shares You Own
If you have any questions or require any assistance with respect to voting your shares, please
contact the Companys proxy solicitor at the contact listed below:
470 West Avenue
Stamford, Connecticut 06902
Stockholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
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 Companys 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 is a direct distributor of coffee to restaurants, hotels, casinos, offices, quick service restaurants, convenience stores, healthcare facilities and other foodservice providers, as well as private brand retailers.
Headquartered in Fort Worth, Texas, Farmer Bros. Co. generated net sales of over $500 million in fiscal 2016 and has approximately 1,600 employees nationwide. The Companys portfolio features a wide range of coffees including Farmer Brothers®, Artisan Collection by Farmer Brothers, Metropolitan, Superior®, Cains and McGarvey®.
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. Forward-looking statements include, but are not limited to, statements regarding the expected cost savings relating to the Companys corporate relocation. These statements are based on managements 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 GOLD proxy card with the SEC in connection with the solicitation of proxies from the Companys stockholders in connection with the matters to be considered at the Companys 2016 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 Companys 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 GOLD 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 Companys stockholders in connection with the matters to be considered at the Companys 2016 Annual Meeting. Information regarding the names of the Companys directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Companys definitive proxy statement for its 2016 Annual Meeting. To the extent holdings of the Companys securities have changed since the amounts set forth in the Companys definitive proxy statement for the 2016 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 SECs website at www.sec.gov.
Copies of the definitive proxy statement (including any supplements or amendments), the accompanying GOLD proxy card, and any other documents filed by the Company with the SEC are available free of charge at the SECs website at www.sec.gov. Copies are available free of charge at the Investor Relations section of the Companys website at www.farmerbros.com.
Isaac N. Johnston, Jr.
Tom Ball / Mike Verrechia
Kelly Sullivan / Ed Trissel / Leigh Parrish
Joele Frank, Wilkinson Brimmer Katcher