Green Mountain Coffee Roasters (GMCR)

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The attestation report of PricewaterhouseCoopers LLP is set forth under the heading “Report of Independent Registered Public Accounting Firm,” which is included in the Consolidated Financial Statements filed herewith.

On December 11, 2008, the Board of Directors of Green Mountain Coffee Roasters, Inc. (the “Company”) amended and restated the Company’s Bylaws, effective immediately.

The Bylaws were amended to add advance notice provisions governing the submission to the Company of notice of a stockholder’s intention to propose director nominations and other business in connection with a meeting of stockholders. The advance notice provisions are set forth in new Section 7 and Section 8 of Article II of the Company’s Bylaws and, among other things, specify deadlines for stockholders to submit notice of director nominations and other business and require stockholders to provide specified information about the stockholder the director nominee, if applicable, and the business proposed by the stockholder to be conducted at the meeting. The advance notice provisions provide that for an annual meeting, a shareholder must deliver notice of the intention to nominate a director or of the proposed business to the Company’s Secretary no less than 60 days, nor more than 90 days prior to the date of the meeting of stockholders.

The Bylaws were also amended to make certain changes to the Article VI provisions relating to indemnification of directors and officers. These amendments include provisions that (i) clarify the directors and officers (each, an “Indemnitee”) of the Company will be entitled to indemnification to the fullest extent allowable under the General Corporation Law of the State of Delaware, (ii) require the advancement of expenses to an Indemnitee upon receipt of an undertaking by the Indemnitee to repay if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company, unless the non interested directors affirmatively determine such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the corporation (iii) provide that the Company is not required to indemnify an Indemnitee in connection with any legal proceeding initiated by the Indemnitee, unless such initiation was approved by the Company’s Board of Directors, and (iv) provide that the rights of Indemnitees under the indemnification provisions of the By-laws cannot be retroactively impaired. The remaining amendments to the Bylaws related to clarifications or conforming changes.

This summary is subject to and qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is included as Exhibit 3.2 to this filing and incorporated in this Item 9B by reference.

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Changes in Internal Control over Financial Reporting

FACE="Times New Roman" SIZE="2">There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting. The attestation report of PricewaterhouseCoopers LLP is set forth under the heading “Report of Independent Registered Public Accounting Firm,” which is
included in the Consolidated Financial Statements filed herewith.

On December 11, 2008, the Board of
Directors of Green Mountain Coffee Roasters, Inc. (the “Company”) amended and restated the Company’s Bylaws, effective immediately.

The
Bylaws were amended to add advance notice provisions governing the submission to the Company of notice of a stockholder’s intention to propose director nominations and other business in connection with a meeting of stockholders. The advance
notice provisions are set forth in new Section 7 and Section 8 of Article II of the Company’s Bylaws and, among other things, specify deadlines for stockholders to submit notice of director nominations and other business and require
stockholders to provide specified information about the stockholder the director nominee, if applicable, and the business proposed by the stockholder to be conducted at the meeting. The advance notice provisions provide that for an annual meeting, a
shareholder must deliver notice of the intention to nominate a director or of the proposed business to the Company’s Secretary no less than 60 days, nor more than 90 days prior to the date of the meeting of stockholders.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The attestation report of PricewaterhouseCoopers LLP is set forth under the heading “Report of Independent Registered Public Accounting Firm,” which is included in the Consolidated Financial Statements filed herewith.

None

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Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The attestation report of PricewaterhouseCoopers LLP is set forth under the heading “Report of Independent Registered Public Accounting Firm,” which is included in the Consolidated Financial Statements filed herewith.

None.

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