0000921895-22-002812.txt : 20221013 0000921895-22-002812.hdr.sgml : 20221013 20221013171335 ACCESSION NUMBER: 0000921895-22-002812 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221013 DATE AS OF CHANGE: 20221013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIENER TODD E CENTRAL INDEX KEY: 0001186338 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34249 FILM NUMBER: 221309666 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FARMER BROTHERS CO CENTRAL INDEX KEY: 0000034563 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 950725980 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1912 FARMER BROTHERS DRIVE CITY: NORTHLAKE STATE: TX ZIP: 76262 BUSINESS PHONE: 888 998 2468 MAIL ADDRESS: STREET 1: P O BOX 77057 CITY: FORT WORTH STATE: TX ZIP: 76177 3 1 form308569044die_10132022.xml OWNERSHIP DOCUMENT X0206 3 2022-10-03 0 0000034563 FARMER BROTHERS CO FARM 0001186338 DIENER TODD E 4901 LORRAINE DRIVE FRISCO TX 75034 0 0 0 1 See Footnote 1 Common Stock 0 D The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Stock. The Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Exhibit 24- Power of Attorney /s/ James C. Pappas as attorney-in-fact for Todd E. Diener 2022-10-13 EX-24 2 ex24to308569044die_10132022.htm

Exhibit 24

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints James C. Pappas the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Farmer Bros. Co., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by JCP Investment Partnership, LP or any of its affiliates or members of its Schedule 13D group (collectively, the “JCP Group”) and (ii) any potential proxy solicitation that may be pursued by the JCP Group to elect a slate of director nominees to the board of directors of the Company at the 2022 annual meeting of stockholders of the Company, including any adjournments or postponements thereof (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned all Group Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the JCP Group;

2. if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the JCP Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the JCP Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of September 2022.

   
   
 

/s/ Todd E. Diener

  TODD E. DIENER