UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2012
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 | ||||
(Address of Principal Executive Offices) | ||||
90502 | ||||
(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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 28, 2012, Jeffrey A. Wahba, Treasurer and Chief Financial Officer and former Interim Co-Chief Executive Officer of Farmer Bros. Co., a Delaware corporation (the “Company”), stepped down from the Board of Directors of the Company (the “Board”).
(c) On March 28, 2012, the Board appointed Thomas W. Mortensen as Senior Vice President of Route Sales. Reporting directly to the CEO, Mr. Mortensen will be responsible for the Company’s national route sales organization.
Mr. Mortensen, age 59, has served as the Company’s Vice President, Sales (West) for the past three years. In that capacity, Mr. Mortensen oversaw the sales operations of 74 sales branches in 16 states in the western United States. Prior to that, Mr. Mortensen served as the Company’s National Sales Manager for three years. Mr. Mortensen has over 33 years of service with the Company and experience in the route sales industry.
There are no understandings or arrangements between Mr. Mortensen and any other person pursuant to which Mr. Mortensen was selected as an officer of the Company. Mr. Mortensen has no family relationship with any director or executive officer of the Company. Mr. Mortensen 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. Mortensen’s compensation as Senior Vice President of Route Sales has not yet been determined.
(d) On March 28, 2012, the Board appointed Michael H. Keown, President and Chief Executive Officer of the Company, as a Class I director to fill the vacancy on the Board occasioned by Mr. Wahba’s resignation therefrom. Mr. Keown will serve out the remainder of the Class I director term expiring in 2013. The appointment of Mr. Keown to the Board was pursuant to the terms of the Employment Agreement, dated as of March 9, 2012 (the “Keown Employment Agreement”), between the Company and Mr. Keown, filed with the SEC as Exhibit 10.1 to the Form 8-K filed on March 13, 2012 and incorporated herein by reference. Other than as set forth in the Keown Employment Agreement, Mr. Keown 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. Keown will not serve on any committees of the Board. As an employee director, Mr. Keown will not be entitled to any additional compensation in connection with his service as a director.
A copy of the Company’s press release dated April 3, 2012 relating to Mr. Keown’s appointment to the Board and Mr. Mortensen’s promotion as Senior Vice President of Route Sales is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release of Farmer Bros. Co. announcing appointment of director and executive officer | |
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: April 3, 2012
FARMER BROS. CO. | |||
By: | /S/ JEFFREY A. WAHBA | ||
Jeffrey A. Wahba | |||
Treasurer and Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release of Farmer Bros. Co. announcing appointment of director and executive officer | |
Farmer Bros. Co. Promotes Thomas Mortensen to Senior Vice President of Route Sales;
Appoints Michael Keown Director
TORRANCE, Calif.--(GLOBE NEWSWIRE) — April 3, 2012--Farmer Bros. Co. (NASDAQ: FARM), a leading manufacturer, wholesaler and distributor of coffee, tea and culinary products, today announced that the Board of Directors promoted Thomas Mortensen to the executive position of Senior Vice President of Route Sales, where he will oversee the Company’s entire route-sales organization.
Mr. Mortensen has over 33 years of service with Farmer Brothers, including his service in the past three years as the Company’s Vice President of Sales (West). In that capacity, Mr. Mortensen oversaw the sales operations of 74 sales branches in 16 states in the western United States. Prior to that, Mr. Mortensen served as the Company’s National Sales Manager for three years. Mortensen will report directly to Michael Keown, President and Chief Executive Officer.
“We are extremely pleased to promote Tom to oversee our national route sales organization. Tom is an extraordinary leader and embodies Farmer Brothers’ passion for service and dedication to each of our customers. I am looking forward to his leadership of the route sales organization, which is the backbone of the Company,” stated Mr. Keown.
“This is an exciting time to work at Farmer Brothers,” Mortensen said. “As we enter our second 100 years in business, I look forward to a promising future and am committed to delivering our customers exceptional service and the highest quality products.”
The Board of Directors also announced the appointment of Michael Keown as a Class I Director.
About Farmer Bros. Co.
Founded in 1912 and currently celebrating its milestone centennial, Farmer Brothers is a manufacturer, wholesaler and distributor of coffee, tea and culinary products through direct and brokered sales to food service establishments including restaurants, hotels, casinos, hospitals and food service 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 lines include roasted coffee, liquid coffee, coffee related products such as coffee filters, sugar and creamers, assorted teas, cappuccino, cocoa, spices, gelatins and puddings, soups, gravy and sauce mixes, pancake and biscuit mixes, and jellies and preserves. National foodservice brands include Farmer Brothers®, Superior®, Metropolitan®, Island Medley Iced Tea®, Farmer Brothers Spice Products™, Sierra Brand®, and Orchard Hills Estate™. Regional foodservice and retail brands include Cain’s®, Ireland® and McGarvey®. For more information, visit: www.FarmerBros.com.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” When used in this press release, the words “will,” “expects,” “anticipates,” “estimates,” “believes,” and similar expressions, and statements which 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.
Source: Farmer Bros. Co.
Jeffrey Wahba (310) 787-5241