Farmer Bros. Co. Files Investor Presentation
The presentation and other materials regarding the Board of Directors' recommendation for the 2016 Annual Meeting of Stockholders are available on the Investor Relations section of the
Highlights of the presentation filed today include:
Farmer Bros . is Delivering Superior Value to AllFarmer Bros . Stockholders- The Board and management team have led a successful turnaround in the Company's operating performance that has driven an increase in the Company's stock price of over 225%, representing over
$400 million in value creation for stockholders since the Board appointedMichael H. Keown as President and Chief Executive Officer.i - Under the current leadership,
Farmer Bros .' total stockholder return has outperformed the market by approximately 3x and the Company's peers by more than 2x.i
- The Board and management team have led a successful turnaround in the Company's operating performance that has driven an increase in the Company's stock price of over 225%, representing over
Farmer Bros . is Successfully Executing a Proven Turnaround PlanFarmer Bros . continues to successfully execute a proven turnaround plan that is expanding its customer base, improving operational performance, reducing costs and driving growth to create substantial value for all stockholders.- The Company is acquiring new national account customers and has expanded its presence into the premium tea category through the recently completed acquisition of China Mist.
- The Company's corporate relocation initiatives are expected to rationalize and simplify its supply chain and produce annualized cost savings of approximately
$18 million to $20 million . - As a result of the successful execution of the turnaround plan,
Farmer Bros . has transformed a net GAAP loss of$26.6 million in fiscal 2012 into GAAP net income of$89.9 million in fiscal 2016.ii
Farmer Bros .' Highly Qualified and Engaged Board is Aligned with Stockholder Interests and Offers the Right Mix of Skills and Expertise to Further Increase Stockholder Value- The current Board, including the Board's three highly qualified nominees, is highly engaged and collectively represents a strong mix of independence, executive experience, industry expertise, deep understanding of the Company's business, Farmer family representation and stockholder perspective:
- 6 directors are outside, non-employee directors
- 5 directors are independent
- 5 directors were appointed within the last 5 years
- 4 of the independent directors are former CEOs of public and private companies in the foodservice industry
- These directors were selected by the Board's Nominating Committee following a lengthy interview process in which eight candidates were considered and vetted by the full Board before being nominated.
- Notably, the Farmer family has always had representation on the
Farmer Bros . Board since the Company went public in 1951. - The Company's Board is aligned with stockholders' interests, with enhanced governance under the leadership of the new independent Chairman,
Randy E. Clark , appointed in 2015.
- The current Board, including the Board's three highly qualified nominees, is highly engaged and collectively represents a strong mix of independence, executive experience, industry expertise, deep understanding of the Company's business, Farmer family representation and stockholder perspective:
The Waite Group's Nominees are NOT Additive to the Company's Board and, if Elected, the Company Risks the Loss of an Additional Valuable Board Member- Unlike
Farmer Bros .' current Board, including the three nominees for reelection, theWaite Group's nominees do not offer the qualifications or experience necessary to enhance stockholder value. Tom Mortensen's knowledge ofFarmer Bros . andJohn Samore's experience in finance and capital management are already well-represented on the Board, and Mr. Mortensen would not be independent under NASDAQ standards.- None of the
Waite Group's nominees would bring any relevant C-level executive experience to the Board, nor does any nominee have the same level of food industry expertise as compared to those who currently serve on the Board, including the Company's three Board nominees. - Current director
Hamideh Assadi has notified the Board that she would resign if Mr. Samore were elected. - The election of the
Waite Group's three nominees, combined with Farmer family representatives already on the Board and the potential resignation of at least one current board member if theWaite Group nominees are elected, would effectively change control of the Board andFarmer Bros .
- Unlike
- The Waite Group Offers NO Future Plan for
Farmer Bros . and the Waite Group Nominees Would Replace the Current Management Team and Derail the Company's Proven Turnaround PlanThe Waite Group's nominees are substantially less qualified thanFarmer Bros .' nominees, each of whom is a proven executive with significant industry experience and relevant expertise.The Waite Group's misrepresentation of the facts makes it clear that it is singularly focused on taking over the Board and controlling the Company for personal interests.The Waite Group does not speak for all members of the Farmer family and overstates its voting power, as demonstrated byRichard F. Farmer , Ph.D. when he publicly stated his support for theFarmer Bros . Board and management team onOctober 4, 2016 .
If you have any questions or require any assistance with respect to voting your shares, please contact the Company's proxy solicitor at the contact listed below: |
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Founded in 1912,
Headquartered in
Forward-looking Statements
Certain statements in this communication constitute "forward-looking statements." When used in this communication, the words "will," "expects," "anticipates," "estimates" and "believes," and similar expressions and statements that are made in the future tense or refer to future events or developments, are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the expected cost savings relating to the Company's corporate relocation. These statements are based on management's current expectations, assumptions, estimates and observations of future events and include any statements that do not directly relate to any historical or current fact; actual results may differ materially due in part to the risk factors set forth in our most recent annual, periodic and current reports filed with the
Undue reliance should not be placed on the forward-looking statements in this communication, which are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements.
Important Additional Information and Where to Find It
THE COMPANY URGES ITS INVESTORS AND STOCKHOLDERS TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS), THE ACCOMPANYING GOLD PROXY CARD AND ANY OTHER DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Copies of the definitive proxy statement (including any supplements or amendments), the accompanying GOLD proxy card, and any other documents filed by the Company with the
Additional Information
INVESTOR CONTACT:
(682) 549-6663
Morrow Sodali
(203) 658-9400
MEDIA CONTACT:
(212) 355-4449
i Stock price appreciation, stockholder value and total stockholder return from
ii The 2016 fiscal year GAAP net income included non-cash income tax benefit of
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