DFAN14A 1 tv532616-dfan14a.htm DFAN14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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FARMER BROS. CO.
(Name of Registrant as Specified in its Charter)
JEANNE FARMER GROSSMAN
Jeanne Grossman Living Trust
1964 Jeanne Ann Farmer Grossman Trust
1969 Jeanne Ann Farmer Grossman Trust
1972 Jeanne Ann Farmer Grossman Trust
1987 Roy F Farmer Trust II
1988 Roy F Farmer Trust II
1988 Roy F Farmer Trust III
1990 Brynn Elizabeth Grossman Trust
1992 Brynn Elizabeth Grossman Trust
Thomas William Mortensen
Jonathan Michael Waite
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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FARMER BROS CO. STOCKHOLDERS Dear Fellow Farmer Bros Co. Stockholders, I am writing you on behalf of a group of concerned Farmer Bros. stockholders. Together we own 4.9% of the Company’s shares. Like you, our investment has suffered as a result of poor decisions, inept management, questionable governance and a complete lack of support for the culture and client-focused strategy that made Farmer Bros. a success. The reality is that this Board has pursued short-sighted tactics and financial engineering, seemingly designed to boost quarterly results (albeit unsuccessfully) and to enrich management and insiders at the expense of stockholders and employees. It is critical that at the upcoming Annual Meeting, stockholders make their voices heard by electing two new directors, Tom Mortensen and Jonathan Waite, who understand Farmer Bros. and know how to make it successful again. Once elected, they will work with the Board and new CEO Deverl Maserang to begin the process of returning Farmer Bros. to the values and principles upon which it was built. 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. Sincerely, Jeanne Farmer Grossman STOCK PRICE COLLAPSE • Over the past three years the Company’s shares have lost 59% of their value compared to a 45% rise in the S&P 500. • Over the last five years the stock has fallen by 54% while the S&P 500 is up 52%. MANAGEMENT TURNOVER • Since May 2019, the company has had 3 CEOs and the Senior Vice President and General Manager, Chief Legal Counsel and Chief Operating Officer have resigned. • Since 2017, 2 CFOs have left the company and the Company is currently operating without one. VOTE FOR OUR EXPERIENCED DIRECTORS TO TURNAROUND FARMER BROS AND CREATE VALUE Act Today to Bring Renewed Perspective to the Board and Reintroduce Farmers’ Proven Client- & Employee-Driven Culture! LACK OF VISION • An absence of diversity of experience on the Board has impeded alternatives and allowed management to make disastrous choices. • Despite the financial evidence that many mistakes have been made, the Board does not understand what it actually takes to turn the now-flailing Company around to profitability. The Board’s Lack of Vision and Poor Oversight Have Led to Inconsistent, Unprofitable Results -$100 $0 $100 $200 $300 $400 $500 $600 $700 FY 2017 FY 2018 FY 2019 Revenue Operating income Net income $MM

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VOTE THE GOLD PROXY TODAY Protect your investment 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. ELECT NEW DIRECTORS! • We have nominated Tom Mortensen and Jonathan Waite, two new director candidates who are deeply familiar with Farmer Bros., its core values and its business. • Tom and Jonathan have seen the Company succeed in the past and can effectively oversee and support our new CEO as he executes a turn-around plan. • In addition to Tom and Jonathan, we are supporting new CEO Deverl Maserang’s election as a director. If you have any questions, require assistance in voting your GOLD proxy card, or need additional copies of our proxy materials, please contact Okapi Partners at the phone numbers or email listed below. OKAPI PARTNERS LLC 1212 Avenue of the Americas, 24th Floor New York, NY 10036(212) 297-0720 Shareholders Call Toll-Free at: (877) 274-8654 E-mail: info@okapipartners.com Over the Past Three Years, Farmer Bros. Share Price has Declined Almost 60%, While the S&P Has Risen 45% -80% -60% -40% -20% 0% 20% 40% 60% 11/1/16 1/1/17 3/1/17 5/1/17 7/1/17 9/1/​17 11/1/17 1/1/18 3/1/18 5/1/18 7/1/18 9/1/18 11/1/18 1/1/19 3/1/19 5/1/19 7/1/19 9/1/19 11/1/19 FARM S&P 500