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): October 8, 2013
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.
(e) Approval of FY2013 Executive Officer Bonus Awards and Approval of FY2014 Executive Officer Target Awards
Approval of FY2013 Executive Officer Bonus Awards
On October 8, 2013, the Compensation Committee of Farmer Bros. Co., a Delaware corporation (the “Company”), approved the following executive officer bonus awards for the fiscal year ended June 30, 2013 under the Farmer Bros. Co. 2005 Incentive Compensation Plan (the “Incentive Plan”), a copy of which was previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008:
Name | Fiscal 2013 Target Award | Fiscal 2013 Target Award as Percentage of Fiscal 2013 Base Salary | Pro Rata Fiscal 2013 Target Award | Corporate Performance Goals (Weight) | Individual Performance Goals (Weight) | Fiscal 2013 Actual Bonus Award | ||||||||||||
Michael H. Keown | $ | 475,000 | 100% | $ | — | 80% | 20% | $ | 536,274 | |||||||||
Mark J. Nelson(1) | $ | 154,000 | 55% | $ | 32,200 | 80% | 20% | $ | 36,354 | |||||||||
Mark A. Harding(2) | $ | 128,250 | 50% | $ | — | 80% | 20% | $ | 142,908 | |||||||||
Thomas W. Mortensen(2) | $ | 128,250 | 50% | $ | — | 80% | 20% | $ | 142,908 | |||||||||
Hortensia R. Gómez | $ | 60,000 | 30% | $ | — | 80% | 20% | $ | 66,029 | |||||||||
_______________
(1) | Mr. Nelson’s target award under the Incentive Plan is equal to 55% of his base annual salary, prorated at 11.5% of his base annual salary for fiscal 2013 based on the commencement date of his employment. |
(2) | Fiscal 2013 target awards for Mark A. Harding and Thomas W. Mortensen were based on each of their average monthly base salaries for fiscal 2013. |
Fiscal 2013 bonuses were awarded based on the level of achievement of Company financial performance criteria and individual goals. The form of award letter under the Incentive Plan for fiscal 2013 is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
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Approval of FY2014 Executive Officer Target Awards
On October 8, 2013, the Compensation Committee also established fiscal 2014 target incentive compensation awards under the Incentive Plan for the Company’s executive officers shown in the table below as a percentage of base salary. The target incentive percentages could result in target bonus dollar amounts, which are also shown in the table below.
_______________
Name | Title | Fiscal 2014 Target Award(1) | Percent of Fiscal 2014 Base Salary | |||||
Michael H. Keown | President and Chief Executive Officer | $ | 475,000 | 100% | ||||
Mark J. Nelson | Treasurer and Chief Financial Officer | $ | 165,000 | 55% | ||||
Mark A. Harding | Senior Vice President of Operations | $ | 130,689 | 50% | ||||
Thomas W. Mortensen | Senior Vice President of Route Sales | $ | 132,500 | 50% | ||||
Hortensia R. Gómez | Vice President, Controller and Assistant Treasurer | $ | 60,000 | 30% | ||||
(1) | Dollar amounts shown assume achievement at 100% of established targets and will change if base salary changes during fiscal 2014. The fiscal 2014 target awards shown for Messrs. Nelson, Harding, and Mortensen reflect the changes in their respective base salaries effective as of October 1, 2013. |
The Compensation Committee determined that for purposes of fiscal 2014 bonus determinations under the Incentive Plan, the Company’s financial performance will be gauged by the level of achievement of modified net income and modified operating cash flow, in each case as determined from the Company’s audited financial statements. “Modified net income” is defined as net income (GAAP) before taxes and excluding any gains or losses from sales of assets. “Modified operating cash flow” is defined as net income from operations (GAAP) after taking into account adjustments for the following items: (i) depreciation and amortization, (ii) provision for doubtful accounts, (iii) changes in: (a) accounts and notes receivable, (b) inventories, (c) income tax receivables, (d) prepaid expenses, (e) other assets, (f) accounts payable, and (g) accrued payroll, expenses and other current liabilities. Subject to the Compensation Committee’s discretion under the Incentive Plan, threshold modified net income equal to no less than 90% of the modified net income target approved by the Compensation Committee must be achieved in fiscal 2014 to earn any bonus payout under the Incentive Plan. Assuming this threshold is reached, then a percentage of achievement ranging from 90% to 200% will be assigned for each of modified net income and modified operating cash flow, respectively, in proportion to the level of modified net income and modified operating cash flow, respectively, achieved. Following that calculation of achievement for each of modified net income and operating cash flow, an overall Company financial performance achievement percentage will be calculated by giving modified net income percentage achievement 80% weight and giving modified operating cash flow 20% weight. The Compensation Committee also assigned individual goals for fiscal 2014 to each of the executive officers shown in the table above.
At the end of the fiscal year, bonus awards will be determined primarily by measuring the Company’s financial performance and the executive officer’s achievement of individual goals. The method for calculating bonus awards is set forth in the form of target award notification letter under the Incentive Plan for fiscal 2014 filed herewith as Exhibit 10.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
10.1 | Form of Award Letter (Fiscal 2013) under Farmer Bros. Co. 2005 Incentive Compensation Plan.* |
10.2 | Form of Target Award Notification Letter (Fiscal 2014) under Farmer Bros. Co. 2005 Incentive Compensation Plan.* |
_______________
* 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: October 15, 2013
FARMER BROS. CO. | |||
By: | /s/ Mark J. Nelson | ||
Mark J. Nelson | |||
Treasurer and Chief Financial Officer | |||
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Form of Award Letter (Fiscal 2013) under Farmer Bros. Co. 2005 Incentive Compensation Plan.* | |
10.2 | Form of Target Award Notification Letter (Fiscal 2014) under Farmer Bros. Co. 2005 Incentive Compensation Plan.* | |
_______________
* Management contract or compensatory plan or arrangement.
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Exhibit 10.1
FORM OF FISCAL 2013 AWARD LETTER UNDER
FARMER BROS. CO. 2005 INCENTIVE COMPENSATION PLAN
Dear ______________:
The Compensation Committee (“Committee”) chose you to be a participant in fiscal 2013 in the Farmer Bros. Co. 2005 Incentive Compensation Plan (the “Plan”). Your target award for fiscal 2013 was _____% of your [average monthly] base salary for fiscal 2013, which the Committee determined based on your expected total compensation, job responsibilities, [and] expected job performance [and, the terms of your employment agreement], [prorated based on the commencement date of your employment].
In general, your bonus for fiscal 2013 was determined primarily by measuring the Company’s financial performance and your achievement of individual goals. In calculating your bonus under the Plan, Company financial performance was weighted at 80%, and individual performance was weighted at 20%.
The Company’s financial performance was gauged by the level of achievement of operating cash flow as determined from the Company’s audited financial statements. “Operating cash flow” is defined as income from operations after executive bonus accruals, excluding non-recurring items such as income from the sale of capital assets, severance paid or payable to terminated employees, interest expense, depreciation and amortization, pension related expense and ESOP compensation expense. The Committee also took into account the following additional non-recurring items in the calculation of operating cash flow: a State of California required accrual in connection with California Workers Compensation obligations and accounting adjustments in respect of our postretirement death benefit and related life insurance. Subject to the Committee’s discretion under the Plan, threshold operating cash flow of $26.5 million was required to be achieved in fiscal 2013 to earn any bonus payout under the Plan. Based on the foregoing, the Committee determined that the Company’s operating cash flow was approximately $___ million, resulting in a percentage of achievement of ___%.
[The Committee has determined your level of achievement of each assigned individual goal within a range of 0% to 150%, multiplied such percentage by the weight originally assigned to each such goal, added all individual goal achievement percentages together to get an overall achievement percentage for all individual goals, and then further multiplied that resulting percentage by the percentage of achievement of the Company financial performance target. In the event that your overall achievement of individual goals exceeded 100%, the Committee limited any such amounts to 100%. Your individual goals for fiscal 2013, the weight given to each expressed as a percentage, and your level of achievement as determined by the Committee are as follows:
Level of Level of Achievement
Goal % Weight Achievement on Weighted Basis
__________________ _________ % %
__________________ _________ % %
TOTAL 100% % %]
[Based on the commencement date of your employment, the Committee did not assign individual goals to you, but you were required to achieve against the goals that the Committee had set for your predecessor.]
Based on the foregoing, [after the application of discretion by the Committee as permitted under the Plan,] the Committee has determined your fiscal 2013 final bonus award is $_________ .
You are advised that the Committee may or may not choose to exercise its discretion with respect to awards in the future. Further, you are reminded to promptly contact the Committee in the event circumstances dictate reexamination of originally assigned goals by the Committee.
The Committee has determined that your bonus award will be paid on a current basis under the Plan. All awards are governed by the Plan provisions which control any inconsistency with this letter.
Please let me know if you have any questions.
Very truly yours,
Jeanne Farmer Grossman
Compensation Committee Chair
Exhibit 10.2
FORM OF TARGET AWARD NOTIFICATION LETTER (FISCAL 2014)
UNDER FARMER BROS. CO. 2005 INCENTIVE COMPENSATION PLAN
Dear ______________:
The Compensation Committee (“Committee”) has chosen you to be a participant in the Farmer Bros. Co. 2005 Incentive Compensation Plan (the “Plan”) for fiscal 2014. Your target award for fiscal 2014 is equal to ________% of your annual base salary (“Target Bonus Percentage”). If your base salary changes during the year, your target award will be the indicated percentage of twelve (12) times your average monthly base salary for fiscal 2014. Your target award was determined by the Committee based on your expected total compensation, job responsibilities, [and] expected job performance [and the terms of your employment agreement].
In general, your bonus for fiscal 2014 will be determined primarily by measuring the Company’s financial performance and your achievement of individual goals which the Committee has assigned to you. The method for determining your bonus is described below.
Company Financial Performance
In calculating your bonus under the Plan, Company financial performance will be weighted at 90%. Company financial performance will be gauged by the level of achievement of modified net income and modified operating cash flow, in each case as determined from the Company’s audited financial statements. “Modified net income” is defined as net income (GAAP) before taxes and excluding any gains or losses from sales of assets. “Modified operating cash flow” is defined as net income from operations (GAAP) after taking into account adjustments for the following items: (i) depreciation and amortization, (ii) provision for doubtful accounts, (iii) changes in: (a) accounts and notes receivable, (b) inventories, (c) income tax receivables, (d) prepaid expenses, (e) other assets, (f) accounts payable, and (g) accrued payroll, expenses and other current liabilities. Subject to the Committee’s discretion under the Plan, threshold modified net income equal to no less than $XXX million must be achieved in fiscal 2014 to earn any bonus payout under the Plan. Assuming this threshold is reached, then a percentage of achievement ranging from 90% to 200% will be assigned for each of modified net income and modified operating cash flow, respectively, in proportion to the level of modified net income and modified operating cash flow, respectively, achieved. Following that calculation of achievement for each of modified net income and modified operating cash flow, an overall Company financial performance achievement percentage will be calculated by giving modified net income percentage achievement 80% weight and giving modified operating cash flow 20% weight. This resulting figure is the “Company Overall Achievement Percentage.”
Individual Performance
In calculating your bonus under the Plan, individual performance will be weighted at 10%. The Committee has approved the following items for fiscal 2014, as a non-exclusive list of individual goals for the fiscal year: _________________________________ ____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
The foregoing goals are not an exclusive list. The Committee may take the foregoing into account as well as other factors and give each of them weight (or ignore them as factors) as it shall reasonably determine. After the end of the fiscal year, the Committee will evaluate those listed goals as well as other reasonable factors it considers to be germane to your performance for the year and assign a value of up to 10% with respect to your level of overall individual performance. Your individual performance achievement will then be multiplied by the Company Overall Achievement Percentage, and the resulting figure is the “Individual Overall Achievement Percentage.”
Bonus Determination
After the end of the fiscal year and promptly upon availability of the Company’s audited financial statements, the Committee will determine the Company’s level of modified net income and modified operating cash flow and the resulting Company Overall Achievement Percentage, as set forth above.
At such time, the Committee will also determine your percentage of individual performance achievement and resulting Individual Overall Achievement Percentage.
The Company Overall Achievement Percentage and the Individual Overall Achievement Percentage will be added together and multiplied by your Target Bonus Percentage. The product will be further multiplied by your fiscal 2014 annual base salary. The result will be the amount of your preliminary bonus award for fiscal 2014. The preliminary bonus award is subject to adjustment, upward or downward, by the Committee in its discretion. The Committee also has the discretion to alter the Company financial performance measures and individual goals during the fiscal year and to decline to award any bonus should the Committee determine suc
h actions to be warranted by a change in circumstances. Accordingly, no bonus is earned unless and until an award is actually made by the Committee after fiscal year-end.
Example
Assume that your annual base salary for fiscal 2014 is $250,000 and did not change during the year, your target award is 40% of your annual base salary and that Company financial performance is to be weighted at 90% and individual goals are to be weighted at 10%. Assume that the percentage of achievement of the modified net income Company financial performance measure is 150% and the percentage of achievement of the modified operating cash flow Company financial performance measure is 120%, thus the Company Overall Achievement Percentage would be (150% x 80%) + (120% x 20%)= 144%. Assume, further, that the Committee determined the level of achievement for your individual performance to be 8%, which when multiplied by the Company Overall Achievement Percentage of 144% would make your Individual Overall Achievement Percentage become (144% x 8%)=11.5%, and your total achievement percentage would be determined as follows: (90% x 144%) + (11.5%) = 141.1%.
The preliminary bonus is the product of your total achievement percentage multiplied by your Target Bonus Percentage multiplied by your base salary. In the above example, the preliminary bonus amount is $141,100 (141.1% x 40% x $250,000). The Committee has discretion to change your preliminary bonus amount to arrive at your final bonus amount. However, absent extraordinary circumstances, the Committee does not intend to exercise discretion to award bonuses if modified net income is not achieved at a level of at least 90% of the target established by the Committee.
The Committee intends that the bonus structure described above will encourage teamwork among key management personnel as well as individual achievement. The Company and individual goals are not intended to be easily achievable. The Committee can determine to pay awards on a current or deferred basis, or partly on each.
All awards are governed by the Plan provisions which control any inconsistency with this letter. A copy of the Plan is enclosed.
Please let me know if you have any questions. We wish you great success for fiscal 2014!
Very truly yours,
Jeanne Farmer Grossman
Compensation Committee Chair