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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Office)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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Email from Bradley L. Radoff, dated August 21, 2023.
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Email from David A. Pace, dated August 22, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Dated: August 23, 2023
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FARMER BROS. CO.
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By:
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/s/ Jared Vitemb
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Jared Vitemb
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VP, General Counsel, Secretary and Chief Compliance Officer
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1. |
I am declining the opportunity to “early commit” presented to me under the terms of the Cooperation Agreement.
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2. |
I believe the removal of the standstill agreement is in the best interest of shareholders. (I don’t believe that my decision to decline the offer extended has an impact on the
standstill. My understanding following a discussion with Jared is that only Brad’s decision would impact the standstill).
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3. |
I will leave the option to remain on the Board open until the proxy needs to be filed for the Annual Meeting. If at that time, my fellow Board members would still support my
renomination, I will re-evaluate my decision based on what improvements have been made within the company between now and then (if any).
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4. |
I strongly believe that further changes at the Company are required.
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5. |
I will continue to actively serve alongside my fellow directors and fulfill all of my responsibilities between now and the end of my term.
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