Farmer Bros. Co. Files Definitive Proxy Materials and Mails Letter to Stockholders
The
In conjunction with the mailing of the Company's definitive proxy statement,
- The Board and management team have led a successful turnaround that has driven an increase in the Company's stock price of over 225%, representing over
$400 million in value creation for stockholders since the Board appointed Mr. Keown as President and Chief Executive Officer. Under the current leadership,Farmer Bros .' total stockholder return has consistently outperformed the market and the Company's industry peers.i - The Board and management team are successfully driving green coffee pound volume increases, improving profitability and executing a thoroughly planned corporate relocation that is expected to rationalize and simplify the Company's supply chain and produce annualized cost savings of approximately
$18 million to $20 million . - The Board, with enhanced governance and fresh perspectives from a new independent Chairman and five new directors added in the past five years, is highly engaged and has the right mix of independence, experience, expertise, company knowledge and Farmer family representation to deliver value to all stockholders.
- The Board believes that the
Waite Group's nominees bring no added value to the Board and lack the necessary qualifications and experience to lead the Company and enhance stockholder value. - The Board believes that electing the
Waite Group's nominees would put your investment inFarmer Bros . at significant risk. The Board believes that theWaite Group has made false and misleading statements and failed to presentFarmer Bros . and its stockholders with any plan to deliver superior value. If elected, the Board believes that theWaite Group's nominees would derail the Company's proven turnaround plan.
The full text of the letter being mailed to stockholders follows:
VOTE THE ENCLOSED GOLD PROXY CARD TODAY
"FOR" ALL THREE OF FARMER BROS.' HIGHLY QUALIFIED DIRECTOR NOMINEES
Dear
At the
Under the leadership and direction of the Board and President and Chief Executive Officer
Your Board has thoughtfully reviewed the
Your vote is very important. The Board encourages you to protect the value of your investment in
Farmer Bros. Has the Right Board, Management Team and Plan
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CURRENT BOARD AND MANAGEMENT TEAM DELIVERING TOTAL STOCKHOLDER RETURN THAT SIGNIFICANTLY EXCEEDS MARKET AND PEERS
Under the direction of the current Board and management team, the Company continues to execute a successful turnaround that has created substantial value for all stockholders. Since
Total Stockholder Return since
- Since
March 13, 2012 ,Farmer Bros .' total stockholder return has been ~227% vs. ~71% for theS&P 500 and ~86% for its peers - Over the past three years,
Farmer Bros .' total stockholder return has been ~139% vs. ~37% for theS&P 500 and ~37% for its peers - Over the past year,
Farmer Bros .' total stockholder return has been ~33% vs. ~18% for theS&P 500 and ~17% for its peers
YOUR BOARD AND MANAGEMENT TEAM ARE DRIVING VOLUME AND SALES INCREASES, COST REDUCTIONS AND IMPROVEMENT IN PROFITABILITY
From fiscal 2012 through fiscal 2016, the Company has won significant new customers and expanded existing customer programs, and, within the last year, has realigned its Direct Store Delivery organization. Such efforts helped drive an increase of green coffee pounds sold and processed of over 40% from fiscal 2012 through fiscal 2016, or compound annual growth of approximately 9% during the same time period. As a result of the successful execution of the Company's turnaround,
In addition, the Board and management team are executing a corporate relocation that rationalizes and simplifies the Company's supply chain and is expected to produce annual cost savings of approximately
Contrary to claims made by the
THE BOARD BELIEVES THAT
Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated
The current Board, including the Board's three nominees, is highly engaged and collectively represents a strong mix of independence, executive experience, industry expertise, deep understanding of the Company's business, Farmer family representation and stockholder perspective:
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Representing the Farmer family perspective,
THE BOARD BELIEVES THAT THE WAITE GROUP'S NOMINEES LACK QUALIFICATIONS AND EXPERIENCE AND WOULD ADD ZERO VALUE TO THE COMPANY'S BOARD
Unlike the current Board, including the three nominees for reelection, the
Likewise,
THE WAITE GROUP HAS MADE FALSE AND MISLEADING COMMENTS,
OFFERS NO FUTURE PLAN FOR FARMER BROS. AND THE BOARD BELIEVES
THAT THE WAITE GROUP NOMINEES WOULD DERAIL THE COMPANY'S PROVEN TURNAROUND PLAN
Moreover, Dr. Farmer has publicly stated his support of the Board and management:
"…I believe the management team is executing the right strategy to position
The Board believes that electing the
X Derailment of the Company's proven turnaround strategy that is delivering strong financial results and superior stockholder value;
X Returning to a time when the Board allocated capital to dividends at the same time the Company was accumulating significant financial losses;
X Relying on the oversight of Mr. Samore, who was a director on the Board with Ms. Waite during a period of 36% decline in stock price; and
X Losing four highly qualified directors who have superior skills and experience to three nominees that add no value to the Board and lack the necessary experience to enhance stockholder value.
PROTECT THE VALUE OF YOUR INVESTMENT IN FARMER BROS.:
VOTE THE GOLD PROXY CARD TODAY
The Board has a proven track record of driving growth and taking decisive action to ensure the long-term success of the Company. Your Board and management team are active, engaged and implementing the Company's plan aimed at delivering volume and sales growth, operational improvements and increased profitability.
Whether or not you plan to attend the Annual Meeting, you have an opportunity to protect your investment in
PROTECT YOUR INVESTMENT – VOTE THE GOLD PROXY CARD TODAY.
DO NOT GIVE BOARD REPRESENTATION TO INEXPERIENCED AND UNQUALIFIED DIRECTOR NOMINEES AND A GROUP THAT HAS FAILED TO PRESENT
A PLAN THAT WILL DELIVER VALUE TO ALL STOCKHOLDERS
We encourage you to vote today by signing and dating the enclosed GOLD proxy card and returning it in the postage-paid envelope provided, or by voting over the Internet or by telephone. |
On behalf of your Board of Directors, we thank you for your continued support.
Sincerely,
Chairman of the Board
Farmer Brothers' 2016 Annual Report, which includes the Company's Annual Report on Form 10-K, and the Company's definitive proxy statement are available at http://proxy.farmerbros.com.
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:
MORROW SODALI
470 West Avenue Stamford, Connecticut 06902 Stockholders Call Toll Free: (800) 662-5200 Banks and Brokers Call Collect: (203) 658-9400 |
About
Founded in 1912,
Headquartered in
Forward-looking Statements
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 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 proxy card, and any other documents filed by the Company with the
Additional Information
INVESTOR CONTACT:
(682) 549-6663
Morrow Sodali
(203) 658-9400
MEDIA CONTACT:
(212) 355-4449
i Stock price appreciation, stockholder value and total stockholder return from
ii Source: FactSet as of 09/28/2016; Note: TSR represents total stockholder return assuming dividends reinvested in the security as of the ex-date; Peers include: THS, DNKN, BGS, FIZZ, SPTN, SNAK and JVA; excludes Boulder Brands in all periods presented as they are no longer a public company
iii As of
iv The 2016 fiscal year GAAP net income included non-cash income tax benefit of
v Based on the Company's records and previous disclosure filed by the
viIn the Matter of Declaration of Trust, dated
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