Key Summary: On September 14, 2022, JCP Investment Management and Bradley L. Radoff, holding 5.3%, nominated three board candidates. On October 3, they formed a group with 22NW Parties, totaling 17.2%. By October 31, a cooperation agreement led to Bradley L. Radoff’s appointment to the board. On November 7, 2023, JCP and 22NW reached a letter agreement to replace board members, with a new independent director to be named Chairman. On August 14, 2024, 22NW secured an agreement for an observer position on the board.Market Cap: $56 million| Farmer Bros. Co. is a manufacturer, wholesaler and distributor of coffee, tea and culinary products.
On September 14, 2022, JCP Investment Management and Bradley L. Radoff (together 5.3%) delivered a letter to the company nominating three candidates for election to the board at the 2022 AGM. Source
On October 3, 2022, JCP Investment Management and Bradley L. Radoff entered into a Group Agreement with 22NW Parties. They all together hold 17.2% Source
On October 31, 2022, the company announced it has entered into a cooperation agreement with JCP Investment Management, LLC and 22NW, LP, which together own approximately 15.7% of the Company’s outstanding common stock. Under the Cooperation Agreement, the Company has agreed to promptly appoint Bradley L. Radoff as an independent member of the Board. The Company will also include Mr. Radoff and an additional independent nominee from JCP’s nomination notice on its slate of candidates standing for election at the 2022 AGM.
On November 7, 2023, JCP and the 22NW Parties entered into a Letter Agreement with the company, resulting in changes to the board at the 2023 AGM. Alfred Poe chose not to stand for re-election, and new candidates were nominated. The Nominating and Corporate Governance Committee will identify an additional independent candidate, subject to consultation with JCP and 22NW. Once appointed or elected, the New Director will become Chairman of the Board. JCP withdrew its nomination of three individuals, and the Letter Agreement will end when the New Director is appointed or elected.
On August 14, 2024, 22NW and the company entered into an Agreement whereby the company agreed to appoint an individual designated by 22NW as an observer to the Board.
Past
JCP Investment Management
On November 15, 2021, JCP Investment Management (4.3%) stated its opposition to Farmer Bros.’ proposal to amend its Certificate of Incorporation to increase the number of authorized shares at the Company’s upcoming 2021 AGM scheduled to be held on December 15, 2021. Source
At the AGM held on December 15, 2021, shareholders approved the amendment to the Amended and Restated Certificate of Incorporation, including an increase in the number of shares of Common Stock authorized for issuance.
Jeanne Farmer Grossman
On October 23, 2019, Jeanne Farmer Grossman, individually and as the sole trustee of certain trusts, holding 4.9% filed proxy materials stating his belief that the changes to the composition of the Board is necessary and sought for the election of two nominees at the annual meeting of stockholders scheduled to be held on December 10, 2019. Source
On October 30, 2019, Jeanne Farmer Grossman, Thomas William Mortensen, and Jonathan Michael Waite (collectively, the “Concerned Stockholders”) announced that they issued an open letter urging stockholders to STOP, LOOK and LISTEN before taking any action in response to the Company’s solicitation of proxies for the 2019 Annual Meeting of Stockholders. Source
At the AGM held on December 10, 2019, the shareholders elected the company’s nominees.
Carol Farmer Waite
On August 29, 2016, Carol Farmer Waite, Former Director and granddaughter of the Founder (23%) filed SC 13D and sent a letter to the Board expressing her serious concerns with Mike Keown who became CEO of the company in March 2012. As such, Farmer family members established, “Save Farmer Bros.” and stated that they intend to nominate a slate of candidates for election at the Company’s 2016 Annual Meeting of Stockholders to replace Mr. Keown and two of his hand-picked Board appointees, Charles Marcy and Christopher Mottern. They expressed their concerns that include: (i) The Board and Management’s Refusal to Have a Dialogue, (ii) Management’s Poor Track Record of Value Creation, (iii) Management’s Poor Operating Performance, (iv) Management’s Poor Capital Allocation Decisions and (v) The Board’s Numerous Corporate Governance Shortfalls. Source
On September 2, 2016, the Waite Trust delivered a letter to the company nominating a slate of three director candidates for election to the Board at the 2016 annual meeting of stockholders. Source
At the AGM held on December 8, 2016, Save Farmer Bros’ nominees were not elected by the shareholders.
Comments