The full text of the letter follows:
Over the past few weeks, your Board of Directors and management team have been meeting with many
I am writing to ask you to support the Company's three nominees for reelection as directors at this year's Annual Meeting of Stockholders. I believe – as your Board does – that we have the right team and that we are executing on the right plan to drive long-term, sustainable growth for
Each of the three leading, independent proxy advisory firms agree. Institutional Shareholder Services,
A vote "FOR" the
- An appreciation in the Company's stock price of over 225% and value creation for all stockholders of over
- The successful execution of a proven turnaround plan that has returned
Farmer Bros. to profitability;
- A thoroughly planned and well executed corporate relocation that is expected to produce annualized cost savings of approximately
$18 million to $20 million; and
- Enhanced governance and fresh perspectives under a new independent Chairman appointed in 2015 and five new directors who were added in the past five years.
In sharp contrast, the
- Remove the Company's successful management team and derail the Company's proven turnaround plan;
- Rely on the oversight of the
Waite Group'sthree unqualified, hand-picked nominees who have personal ties to members of the Waite Groupthat would compromise the independence of the Board, add no value and who lack the necessary experience to enhance stockholder value; and
- Effectively place control of the Board in the hands of the
Waite Group, whose interests are not aligned with all stockholders.
TIME IS SHORT – VOTE THE GOLD PROXY CARD TODAY
"FOR" THE COMPANY'S HIGHLY QUALIFIED NOMINEES
It is important that stockholders vote as soon as possible, no matter how many shares you own. The future of
We are confident that the current
We strongly urge stockholders to vote today by signing and dating the previously delivered GOLD proxy card and returning it in the postage-paid envelope provided, or by voting over the Internet or by telephone in accordance with the instruction provided on the GOLD proxy card. Even if you already voted using the WHITE proxy card, you have the right to change your vote to the GOLD proxy card in support of
On behalf of your Board of Directors, we thank you for your continued support.
Chairman of the Board
Your Vote Is Important, No Matter How Many Shares You Own
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:
470 West Avenue
Stamford, Connecticut 06902
Stockholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
Founded in 1912,
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
i Stock price appreciation and stockholder value from
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