UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 29, 2011

 

 

Farmer Bros. Co.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-34249		95-0725980
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
20333 South Normandie Avenue, Torrance, California				90502
(Address of Principal Executive Offices)				(Zip Code)

(310) 787-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On August 30, 2011, the Board of Directors of Farmer Bros. Co., a Delaware corporation (the “Company”), appointed Jeffrey A. Wahba as a Class I director on the Company’s Board of Directors to fill the vacancy left by the Company’s former director, President and Chief Executive Officer, Mr. Roger M. Laverty III, who stepped down on June 30, 2011 while Mr. Wahba is serving as Interim Co-Chief Executive Officer of the Company. In connection with such appointment, the Company and Mr. Wahba entered into an amendment to the Amended and Restated Employment Agreement, effective as of April 19, 2011 (the “Wahba Employment Agreement”), between the Company and Mr. Wahba, to provide that the appointment of someone other than Mr. Wahba to the position of permanent sole Chief Executive Officer or Mr. Wahba’s ceasing to serve as co-Chief Executive Officer will constitute Mr. Wahba’s resignation from the Board of Directors of the Company. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 1 to Amended and Restated Employment Agreement, dated as of August 30, 2011, between the Company and Mr. Wahba, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the press release relating to Mr. Wahba’s appointment to the Board of Directors is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Other than as set forth in the Wahba Employment Agreement, as amended, Mr. Wahba presently does not have a direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a party in which the amount involved exceeds $120,000. Mr. Wahba will not serve on any committees of the Board of Directors. As an employee director, Mr. Wahba will not be entitled to any compensation in connection with his service as a director.

(e) On August 29, 2011, the Compensation Committee of the Board of Directors approved base salaries for the Company’s executive officers for the fiscal year ending June 30, 2012, as follows:

 

Name		Title		Fiscal 2012 Annual  Base Salary				Fiscal 2011 Annual  Base Salary(1)				Fiscal 2012 Annual  Base Salary Percentage Change
Jeffrey A. Wahba(2)		Interim Co-Chief Executive Officer, Treasurer and Chief Financial Officer		$	350,000			$	350,000				0	%
Patrick G. Criteser(2)		Interim Co-Chief Executive Officer, President and Chief Executive Officer of Coffee Bean International, Inc.		$	350,000			$	350,000				0	%
Mark A. Harding(3)		Senior Vice President of Operations		$	275,000			$	275,000				0	%
Hortensia R. Gómez		Vice President, Controller and Assistant Treasurer		$	184,500			$	184,500				0	%
Larry B. Garrett		General Counsel and Assistant Secretary		$	270,000			$	270,000				0	%

 

(1)	Base salary as of the end of fiscal 2011 without giving effect to temporary base salary reductions for Messrs. Wahba, Criteser and Harding as described in notes (2) and (3).

(2)

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2011, pursuant to the terms of their respective Employment Agreements with the Company, effective as of April 19, 2011, so long as Mr. Wahba and Mr. Criteser are serving as interim co-CEO’s, they will each receive a base salary of $350,000 per annum; however, for a period of six months starting April 19, 2011, their base salary will be $315,000 per annum. On October 19, 2011, the annual base salary for each of them will revert to $350,000. If either Mr. Wahba or Mr. Criteser is selected as the sole permanent CEO, both are selected as permanent co-CEO’s, or either is serving as sole interim CEO, compensation will be set by mutual agreement. If Mr. Wahba or Mr. Criteser is serving neither as sole interim or sole permanent CEO nor as co-CEO on an interim or permanent basis, but is still employed by the Company or Coffee Bean International, Inc. (“CBI”), as applicable, in the case of Mr. Wahba, his present title will revert to Treasurer and Chief Financial Officer and his annual base salary will revert to $305,000, and, in the case of Mr. Criteser, his present title will revert to President and CEO of CBI and his annual base salary will revert to $256,250, in either case, subject to a 10% base salary reduction through October 19, 2011. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Wahba Employment Agreement and the Employment Agreement, effective as of April 19, 2011, between the Company and Patrick G. Criteser, filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2011 and incorporated herein by reference.

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(3)

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2011, pursuant to the terms of a Letter Agreement, effective as of April 19, 2011 (the “Harding Letter Agreement”), between the Company and Mr. Harding, Mr. Harding’s annual base salary was increased to $275,000 until such time as the Company has identified a permanent CEO or permanent co-CEO’s (the “Term”); however, for a period of six months starting April 19, 2011, Mr. Harding’s base salary will be $247,500 per annum. On October 19, 2011, Mr. Harding’s annual base salary will revert to $275,000. Upon expiration of the Term, Mr. Harding’s base salary will revert to $250,000. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Harding Letter Agreement, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2011, which is incorporated by reference herein.

Item 8.01. Other Events.

Director Compensation

On August 30, 2011, the Board of Directors approved the following fiscal 2012 non-employee director compensation:

 

•

an annual retainer of $30,000 per year, payable quarterly in advance, less a 10% reduction effective in the fourth quarter of fiscal 2011 through fiscal 2012; and

 

•

an annual grant of restricted stock under the Farmer Bros. Co. 2007 Omnibus Plan having a value equal to $40,000, each such grant to vest over three years in equal annual installments, subject to the non-employee director’s continued service to the Company through each vesting date.

Each non-employee director also will receive: (i) a fee of $1,500 for each meeting of the Board attended; (ii) a fee of $2,500 for each meeting of the Compensation Committee or Audit Committee attended; and (iii) a fee of $1,500 for each meeting of the Nominating Committee or Search Committee attended; provided, if more than one meeting (Board or committee) is held and attended on the same day, the maximum meeting fees are $4,000. In addition, the Chairman of the Audit Committee will receive an additional annual retainer of $15,000, and the Chairman of the Compensation Committee will receive an additional annual retainer of $7,500.

The annual grant of restricted stock pursuant to the compensation arrangements described above will be made each year on the date on which the Company holds its annual meeting of stockholders or such other date as the Board may determine. The number of shares of Common Stock to be received in the grant of restricted stock will be based on the closing price per share of the Company’s Common Stock on the date such grant is made.

The Company also reimburses all directors for reasonable travel expenses from outside the greater Los Angeles area, in accordance with Company policy, incurred in connection with attendance at Board and committee meetings.

Nominating Committee Chairman

On August 30, 2011, the Board appointed James J. McGarry as Chairman of the Nominating Committee.

Omission of Quarterly Dividend

On August 30, 2011, the Board of Directors omitted the payment of a quarterly dividend in the upcoming second quarter of fiscal 2012. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

2011 Annual Meeting of Stockholders

On September 2, 2011, the Company issued a press release announcing that the 2011 Annual Meeting of Stockholders has been scheduled for December 8, 2011, at which meeting stockholders of record as of October 17, 2011 would be eligible to vote. The meeting will be held at the Company’s headquarters in Torrance, California. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
10.1		Amendment No. 1 to Amended and Restated Employment Agreement, dated as of August 30, 2011, by and between Farmer Bros. Co. and Jeffrey A. Wahba*
99.1		Press Release of Farmer Bros. Co. dated September 2, 2011

 

*	Management contract or compensatory plan or arrangement.

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SIGNATURE

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: September 2, 2011

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Amendment No. 1 to Amended and Restated Employment Agreement, dated as of August 30, 2011, by and between Farmer Bros. Co. and Jeffrey A. Wahba*
99.1		Press Release of Farmer Bros. Co. dated September 2, 2011

 

*	Management contract or compensatory plan or arrangement.

Exhibit 10.1

AMENDMENT NO. 1

to

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of August 30, 2011, by and between Farmer Bros. Co., a Delaware corporation (the “Company”), and Jeffrey A. Wahba (“Wahba”).

WHEREAS, Wahba is currently employed by the Company pursuant to that certain Amended and Restated Employment Agreement, effective as of April 19, 2011 (the “Agreement”); and

WHEREAS, the Company and Wahba desire to amend the Agreement, as provided herein, in connection with the appointment of Wahba to the Board of Directors of the Company to fill a vacancy in Class I resulting from the retirement of Roger M. Laverty III as the Company’s President and Chief Executive Officer on June 30, 2011 while Wahba is serving as Interim Co-Chief Executive Officer of the Company.

NOW, THEREFORE, the parties agree as follows:

1. A new Section 10 is hereby added to the Agreement to read in its entirety as follows:

“10. Resignation from Directorships and Officerships. Notwithstanding Wahba’s continued employment hereunder, the appointment of someone other than Wahba to the position of permanent sole Chief Executive Officer or Wahba’s ceasing to serve as co-Chief Executive Officer shall constitute Wahba’s resignation from the Board of Directors of the Company. In addition, the termination of Wahba’s employment for any reason shall constitute Wahba’s resignation from (i) any director, officer, or employee position Wahba has with the Company or any of its subsidiaries, and (ii) all fiduciary positions Wahba holds with respect to any employee benefit plans or trusts established by the Company. Wahba agrees that this Agreement shall serve as written notice of resignation in the foregoing circumstances.”

2. All other sections of, and cross-references in, the Agreement shall be renumbered accordingly based upon the foregoing amendment.

3. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its original terms.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

 

1

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered on the day and year first above written.

 

 

2

Exhibit 99.1

Farmer Bros. Co. Appoints Jeffrey Wahba as Director

Company Omits Quarterly Dividend, Sets Record Date and Annual Meeting Date

TORRANCE, Calif., September 2, 2011 – Farmer Bros. Co. (Nasdaq:FARM) announced today that Jeffrey A. Wahba, Interim Co-Chief Executive Officer, Treasurer and Chief Financial Officer has been appointed as Class I director on the Company’s Board of Directors to fill the vacancy left by the Company’s former director, President and Chief Executive Officer, Mr. Roger M. Laverty, III, who stepped down on June 30, 2011. Mr. Wahba will serve as a Class I director through the remainder of Mr. Laverty’s term; provided if the Board appoints someone other than Mr. Wahba to the position of permanent sole Chief Executive Officer or Mr. Wahba ceases to serve as co-Chief Executive Officer, Mr. Wahba has agreed to step down as a director at that time.

The Board explained, “The appointment of Interim Co-CEO Jeffrey Wahba to the Board ensures that management will have a voice on the Board during this period of transition.” The Board added, “Mr. Wahba and Interim Co-CEO Patrick Criteser both supported the concept of one of the Interim Co-CEOs serving on the Board and, due to the logistics, Mr. Wahba was the easier fit.”

Separately, the Company’s Board of Directors voted to omit the payment of a quarterly dividend during the upcoming second quarter of fiscal 2012. The amount, if any, of dividends to be paid in the future will depend upon the Company’s then available cash, anticipated cash needs, overall financial condition, loan agreement restrictions, future prospects for earnings and cash flows, as well as other relevant factors.

The Company’s Board of Directors announced that the 2011 Annual Meeting of Stockholders is scheduled to be held on Thursday, December 8, 2011 at the Company’s headquarters in Torrance, California. Stockholders of record as of October 17, 2011, will be eligible to vote at the Annual Meeting.

Forward-Looking Statements

Certain statements contained in this press release are not based on historical fact and are forward-looking statements within the meaning of federal securities laws and regulations. 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. These forward-looking statements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “assumes” and other words of similar meaning. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those set forth in forward-looking statements. The Company intends these forward-looking statements to speak

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only at the time of this press release and does not undertake to update or revise these statements as more information becomes available except as required under federal securities laws and the rules and regulations of the SEC. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, fluctuations in availability and cost of green coffee, competition, organizational changes, the impact of a weaker economy, and business conditions in the coffee industry and food industry in general, as well as other factors described from time to time in the Company’s filings with the SEC.

About Farmer Bros. Co.

Farmer Bros. Co. is a manufacturer, wholesaler and distributor of coffee, tea and culinary products through direct and brokered sales to institutional foodservice establishments including restaurants, hotels, casinos, hospitals and foodservice providers, as well as retailers such as convenience stores, coffee houses, general merchandisers, private label retailers and grocery stores throughout the contiguous United States. Its product line includes roasted coffee, liquid coffee, coffee related products such as coffee filters, sugar and creamers, assorted teas, cappuccino, cocoa, spices, gelatins and puddings, soup, gravy and sauce mixes, pancake and biscuit mixes, and jellies and preserves. For more information, go to: www.farmerbros.com.

Contact:

Farmer Bros. Co.

Jeffrey Wahba (310) 787-5241