FARMER BROTHERS CO0000034563false00000345632020-10-122020-10-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 12, 2020
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Delaware | | 001-34249 | | 95-0725980 | |
| | | (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| | | | | | | | |
| | | 1912 Farmer Brothers Drive, | Northlake, | Texas | 76262 | | |
| | (Address of Principal Executive Offices) (Zip Code) | | | | | | |
| | | | | | | | |
| | | | 888 | 998-2468 | | | |
| | (Registrant’s Telephone Number, Including Area Code) | | | | | | |
| | | | | | | | |
| | None | | | | | | |
| | (Former Address, if Changed Since Last Report) | | | | | | |
| | | | | | | | |
| | Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| | | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | Securities registered pursuant to Section 12(b) of the Act: | | | | | | |
| | | Title of Each Class | | Trading Symbol(s) | Name of Each Exchange on Which Registered | | |
| | | Common Stock, $1.00 par value | | FARM | NASDAQ Global Select Market | | |
| | | | | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 12, 2020, Randy E. Clark notified Farmer Bros. Co. (the "Company") that he is resigning from the Company's Board of Directors (the "Board"), as well as from the Audit Committee, effective immediately due to other personal and business commitments. Mr. Clark’s decision to resign is not the result of any disagreement with the Company or its management with respect to any matter relating to the Company's operations, policies or practices.
On October 15, 2020, the Board appointed Christopher P. Mottern, the Chairman of the Board, to the Audit Committee effective immediately, replacing Randy E. Clark. Also, the Board voted to reduce the size of the Board from seven directors to six directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit No. | | Description |
104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 16, 2020
| | | | | | | | |
| FARMER BROS. CO. | |
| | |
| | |
| By: | /s/ Scott R. Drake |
| | Scott R. Drake |
| | Chief Financial Officer (principal financial officer) |
| | |