Farmer Brothers Co. Files 10-K/A Amendment

TL;DR

Farmer Brothers filed an amendment to its annual report for FY24. Check for updates.

AI Summary

Farmer Brothers Co. filed an amendment (10-K/A) to its annual report for the fiscal year ended June 30, 2024. The company, incorporated in Delaware with its principal executive offices in Fort Worth, Texas, is primarily involved in the miscellaneous food preparations and kindred products industry. This amendment likely provides updated or corrected information to the original filing.

Why It Matters

This filing indicates that Farmer Brothers Co. is providing updated or corrected information to its annual report, which could contain material details for investors.

Risk Assessment

Risk Level: medium — Amendments to SEC filings can sometimes indicate the discovery of errors or the need to disclose new material information, which could impact the company's risk profile.

Key Numbers

• FY 2024 — Fiscal Year End (The period covered by the amended annual report.)

Key Players & Entities

• FARMER BROTHERS CO (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Fort Worth, Texas (location) — Principal Executive Offices
• June 30, 2024 (date) — Fiscal year end
• 001-34249 (identifier) — Commission file number

FAQ

Key Financial Figures

• $1.00 — ch Registered Common Stock, par value $1.00 per share FARM Nasdaq Global Select M

Filing Documents

• tm2425879d1_10ka.htm (10-K/A) — 877KB
• tm2425879d1_ex31-1.htm (EX-31.1) — 9KB
• tm2425879d1_ex31-2.htm (EX-31.2) — 9KB
• tm2425879d1_ex32-1.htm (EX-32.1) — 4KB
• tm2425879d1_ex32-2.htm (EX-32.2) — 5KB
• tm2425879d1_10kaimg02.jpg (GRAPHIC) — 123KB
• tm2425879d1_10kaimg1.jpg (GRAPHIC) — 98KB
• tm2425879d1_10kasp2img001.jpg (GRAPHIC) — 22KB
• 0001104659-24-111487.txt ( ) — 1870KB
• farm-20240630.xsd (EX-101.SCH) — 3KB
• farm-20240630_lab.xml (EX-101.LAB) — 35KB
• farm-20240630_pre.xml (EX-101.PRE) — 23KB
• tm2425879d1_10ka_htm.xml (XML) — 6KB

Executive Compensation

Executive Compensation 12 ITEM 12.

Security Ownership of

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 39 ITEM 14. Principal Accountant Fees and Services 41 PART IV 42 ITEM 15. Exhibits and Financial Statement Schedules 42

SIGNATURES

SIGNATURES 50 i EXPLANATORY NOTE Farmer Bros. Co. ("Farmer Bros." or the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the Securities and Exchange Commission (the "SEC") on September 12, 2024 (the "Original Filing" or the "2024 Form 10-K"). This Amendment is being filed for the purpose of providing the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after the last day of the Company's fiscal year on June 30, 2024. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the cover page to the Original Filing and Items 10 through 14 of Part III of the Original Filing are hereby amended and restated in their entirety. In addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is including Item 15 of Part IV, solely to file the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 with this Amendment. Except as described above, no other changes have been made to the Original Filing. This Amendment does not affect any other section of the Original Filing not otherwise discussed herein and continues to speak as of the date of the Original Filing. The Company has not updated the disclosures contained in the Original Filing to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company's other filings made with the SEC subsequent to the filing of the Original Filing. ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STAT

Directors,

ITEM 10. Directors, Executive Officers and Corporate Governance Directors Each director of the Company is to be elected annually and serve until his or her successor has been elected and qualified, or until his or her death, resignation, retirement, disqualification or removal from office. The authorized number of directors is set forth in the Company's Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and shall consist of not less than five nor more than nine members, the exact number of which shall be fixed from time to time by resolution of the Board of Directors of the Company (the "Board"). The authorized number of directors is currently six. Any vacancy on the Board that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board may be filled by a majority of the directors then in office, even if less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Company may be removed from office at any time, with or without cause, in accordance with the DGCL. All of the present directors were elected to their current terms by the stockholders, except for Terence C. O'Brien. There are no family relationships among any directors or executive officers of the Company. Except as disclosed below, none of the directors is a director of any other publicly held company. Except as otherwise disclosed herein, there are no arrangements or understandings between any of our directors and any other person pursuant to which any person was selected as a director. Set forth below are the biographies of each director, inclu

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View this 10-K/A filing on SEC EDGAR