Last week, ALL THREE proxy advisory firms recommended that stockholders vote "FOR"
ALL THREE PROXY ADVISORY FIRMS RECOMMEND VOTING "FOR"
THREE HIGHLY QUALIFIED NOMINEES AND WE URGE STOCKHOLDERS
TO FOLLOW THEIR RECOMMENDATION
- "It seems difficult to dispute the fact that the current board and CEO have been the main driver behind the turnaround of
Farmer Bros., having delivered an impressive improvement of the company fundamentals and strong appreciation of the company's stock, from $11.83in 2012 to $34.10in 2016."
- "The dissident has also failed to demonstrate that it is adequately prepared to address any downside risks associated with this contest: although an election victory would leave the dissident group with a majority of the board, none of the members of such a reconstituted board seem to possess any outside board experience or relevant industry knowledge or operational expertise beyond that gained during their years at the company. The lack of relevant experience of certain members of the dissident slate also raises serious concerns as to whether the dissident group's interests are truly aligned with those of unaffiliated shareholders." (Emphasis added)
- "Furthermore, the dissident group has likewise failed to present any future plan for the company that is clearly superior to the strategy developed by the current board—which has demonstrated strong results."
- "We question the logic of seeking to refresh the board by [reelecting] a former director (Mr. Samore, Jr.) and a former employee of the Company who recently retired from the Company in 2015 (Mr. Mortensen). Further, Dissident Nominee Gonzalez-Yousef does not appear to have any particularly relevant qualifications for service on the board. Overall, in our view, the Dissident is seeking to replace three well qualified incumbent directors, including the CEO of the Company, with three significantly less qualified candidates." (Emphasis added)
- "We find that the Company has outperformed peers and the broad market since Mr. Keown was appointed CEO in 2012 as well as over the more recent one-year and three-year periods. Furthermore, the Company's operating performance has improved under the leadership of the incumbent board and management, in our view, as demonstrated by revenue and EBITDA growth and improved EBITDA margins from FY2012 through FY2016."
- "On the broader theme of capital allocation, we believe eliminating dividends to shareholders was a prudent and necessary action in light of the Company's financial difficulties prior to the appointment of Mr. Keown."
- "…the dissident shareholders have not offered a comprehensive strategic plan compared to what current management is executing [that] would likely be better in terms of risk and shareholder value."
- "We are not convinced that the
Waite Group'snominees would work to the benefit of the shareholders given their level of industry expertise, public company experience and diversity."
- "We believe that electing the dissident shareholders' nominees could compromise their independence due to affiliations to the
- "…the solicitation being made by the dissidents could disrupt the ongoing efforts of the management toward the implementation of the strategic plan. We recognize the management's efforts, led by the new CEO
Michael H. Keown, in maximizing stockholder value, generating volume and profit growth and building an organization with accountability and sustainability." (Emphasis added)
VOTE "FOR" THE
SUPERIOR STOCKHOLDER VALUE AND IMPROVED
OPERATIONAL AND FINANCIAL PERFORMANCE
- Vote "FOR" your Board which has overseen an appreciation in the Company's stock price of over 225% and value creation for all stockholders of over
- Vote "FOR" your Board's and management team's successful execution of a proven turnaround plan that has returned
Farmer Bros. to profitability.
- Vote "FOR" the Board's thorough planning and oversight of a corporate relocation that is expected to produce annualized cost savings of approximately
$18 million to $20 million.
- Vote "FOR" your Board which has enhanced governance and brought fresh perspectives under a new independent Chairman appointed in 2015 and five new directors who were added in the past five years.
- Vote "FOR"
Farmer Bros.' three highly qualified nominees who each have C-level executive leadership experience and who collectively bring more than 100 years of experience in the food and food service industries.
- Vote "FOR" your Board which also has the support of
Richard Farmer, a member of the founding Farmer family who owns approximately 0.6 million shares and a co-trustee of numerous Farmer family trusts that collectively own over 2.1 million shares.
PROTECT YOUR INVESTMENT BY VOTING THE GOLD PROXY CARD TODAY
It is clear that the
We are confident that the current
On behalf of your Board of Directors, we thank you for your continued support.
Randy E. Clark
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:
M O R R O W
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 Permission to use quotations neither sought nor obtained.
ii Permission to use quotations neither sought nor obtained.
iii Permission to use quotations neither sought nor obtained.
iv Stock price appreciation and stockholder value from
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