Farmer Brothers Co. Files 8-K: Material Definitive Agreement

Ticker: FARM · Form: 8-K · Filed: Aug 16, 2024 · CIK: 34563

Sentiment: neutral

Topics: material-definitive-agreement

TL;DR

Farmer Bros. signed a big deal, details TBD.

AI Summary

On August 14, 2024, Farmer Brothers Co. entered into a Material Definitive Agreement. The filing does not provide specific details on the agreement or any associated dollar amounts or parties involved.

Why It Matters

This filing indicates a significant new agreement for Farmer Brothers Co., which could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its terms and potential impact.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement entered into by Farmer Brothers Co. on August 14, 2024?

The filing states that Farmer Brothers Co. entered into a Material Definitive Agreement on August 14, 2024, but does not provide specific details about its nature.

Are there any specific dollar amounts or financial commitments associated with this agreement mentioned in the filing?

The provided text of the 8-K filing does not mention any specific dollar amounts or financial commitments related to the Material Definitive Agreement.

Who are the other parties involved in this Material Definitive Agreement?

The filing does not identify the other parties involved in the Material Definitive Agreement.

What is the principal executive office address for Farmer Brothers Co.?

The principal executive office address for Farmer Brothers Co. is 14501 N Fwy, Fort Worth, Texas 76177.

What is the telephone number for Farmer Brothers Co.?

The telephone number for Farmer Brothers Co. is (615) 549-6600.

Filing Stats: 804 words · 3 min read · ~3 pages · Grade level 10.5 · Accepted 2024-08-16 08:52:47

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 14, 2024, Farmer Bros. Co. (the "Company") entered into a letter agreement (including all exhibits related thereto, the "Agreement") with 22NW, LP (collectively with 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley, "22NW"). Pursuant to the Agreement, the Company has agreed to appoint an individual as an observer (the "Observer") to the Company's Board of Directors (the "Board"), to serve as such effective August 19, 2024 and until the Termination Date (as defined below). The initial Observer shall be Mr. Hirai-Hadley. The Observer will not be a director of the Board or have the right to vote as a director on any matter presented to the Board or any Board committee. Pursuant to the Agreement, 22NW has agreed to certain customary standstill provisions prohibiting it from, among other things, (i) beneficially owning more than 15% of the Company's common stock, par value $1.00 per share (the "Common Stock"); (ii) soliciting proxies or seeking the election or removal of any directors, in each case other than in a manner consistent with the Board's recommendation; and (iii) making any public proposal or request that would result in changing the Board, management, business strategy, policies or corporate governance of the Company. Additionally, 22NW will be subject to a confidentiality agreement pursuant to the Observer's role as an observer. During the term of the Agreement, 22NW has also agreed to vote all shares of Common Stock held by it at all meetings of the Company's stockholders in accordance with the Board's recommendations, except that 22NW may vote in its discretion on any extraordinary transactions and, other than with respect to director elections, removals or replacements, in accordance with the recommendations of Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC if both recommend differently from the Board. Until the Termination

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Letter Agreement, dated August 14, 2024, by and among the Company, 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 2

SIGNATURES

SIGNATURES 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: August 16, 2024 FARMER BROS. CO. By: /s/ Jared Vitemb Name: Jared Vitemb Title: VP, General Counsel, Secretary and Chief Compliance Officer 3

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