UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
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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).
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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 1.01 | Entry into a Material Definitive Agreement. |
On August 14, 2024, Farmer Bros. Co. (the “Company”) entered into a letter agreement (including all exhibits related thereto, the “Agreement”) with 22NW, LP (collectively with 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley, “22NW”).
Pursuant to the Agreement, the Company has agreed to appoint an individual as an observer (the “Observer”) to the Company’s Board of Directors (the “Board”), to serve as such effective August 19, 2024 and until the Termination Date (as defined below). The initial Observer shall be Mr. Hirai-Hadley. The Observer will not be a director of the Board or have the right to vote as a director on any matter presented to the Board or any Board committee.
Pursuant to the Agreement, 22NW has agreed to certain customary standstill provisions prohibiting it from, among other things, (i) beneficially owning more than 15% of the Company’s common stock, par value $1.00 per share (the “Common Stock”); (ii) soliciting proxies or seeking the election or removal of any directors, in each case other than in a manner consistent with the Board’s recommendation; and (iii) making any public proposal or request that would result in changing the Board, management, business strategy, policies or corporate governance of the Company. Additionally, 22NW will be subject to a confidentiality agreement pursuant to the Observer’s role as an observer.
During the term of the Agreement, 22NW has also agreed to vote all shares of Common Stock held by it at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that 22NW may vote in its discretion on any extraordinary transactions and, other than with respect to director elections, removals or replacements, in accordance with the recommendations of Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC if both recommend differently from the Board. Until the Termination Date, the Company and 22NW have also agreed to certain mutual non-disparagement provisions.
The Agreement will terminate on the date that is the earlier of (i) August 5, 2025 and (ii) written agreement of the parties (the “Termination Date”).
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated August 14, 2024, by and among the Company, 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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SIGNATURES
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: August 16, 2024
| FARMER BROS. CO. | ||
| By: | /s/ Jared Vitemb | |
| Name: | Jared Vitemb | |
| Title: | VP, General Counsel, Secretary and Chief Compliance Officer | |
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