Farmer Brothers Co. Files 8-K with Corporate Updates

Ticker: FARM · Form: 8-K · Filed: Feb 10, 2025 · CIK: 34563

Sentiment: neutral

Topics: corporate-governance, filing, bylaws

Related Tickers: FARM

TL;DR

FARMER BROTHERS CO (FARM) filed an 8-K on Feb 4, 2025, reporting changes to bylaws and shareholder votes.

AI Summary

On February 4, 2025, Farmer Brothers Co. filed an 8-K report detailing changes to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements. The filing also includes exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions and updates for Farmer Brothers Co., which could impact its governance, shareholder decisions, and financial reporting.

Risk Assessment

Risk Level: low — This is a routine corporate filing reporting on standard business events and not indicative of immediate financial distress or significant operational changes.

Key Players & Entities

FAQ

What specific amendments were made to Farmer Brothers Co.'s articles of incorporation or bylaws?

The filing indicates that amendments were made, but the specific details of these amendments are not provided in the summary of the 8-K.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.

What financial statements are included as exhibits in this filing?

The filing mentions that financial statements are included as exhibits, but their specific content or period is not specified.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 4, 2025.

What is Farmer Brothers Co.'s principal executive office address?

Farmer Brothers Co.'s principal executive office is located at 14501 N Fwy, Fort Worth, Texas 76177.

Filing Stats: 1,054 words · 4 min read · ~4 pages · Grade level 11.1 · Accepted 2025-02-10 16:06:08

Key Financial Figures

Filing Documents

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 5, 2025, the Board of Directorts (the "Board") of Farmer Bros. Co., a Delaware corporation (the "Company"), approved and adopted the Second Amended and Restated Bylaws of the Company (the "Second Amended and Restated Bylaws"), which became effective immediately. Among other things, Second Amended and Restated Bylaws added a new Section 7.5(b) to Article 7, which provides that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any action asserting a claim arising under the Securities Act of 1933, as amended, against any person or entity in connection with any offering of the Company's securities. The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Stockholders of the Company held on February 4, 2025 (the "Annual Meeting"), the stockholders of the Company: (i) elected Shaun Mara, John E. Moore III, David A. Pace, Terence C. O'Brien, Bradley L. Radoff and Waheed Zaman to serve as directors of the Company for a one-year term of office expiring at the annual meeting for the fiscal year ending June 30, 2025 and until their successors are elected and duly qualified; (ii) ratified the selection of Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024; (iii) approved, on an advisory (non-binding) basis, the compensation paid to the Company's named executive officers; and (iv) approved, on an advisory basis, one year as the frequency of future stockholder advisory votes to approve the compensation paid to the Company's named executive officers. As of the close of business on December 19, 2024, the record date for the Annual Meeting, there were 21,351,396 shares of Common Stock, par value $1.00 per share ("Common Stock"), outstanding, with each share of Common Stock entitled to one vote. The holders of 17,454,605 shares of Common Stock were present in person or represented by proxy during the Annual Meeting. Set forth below, with respect to each such proposal, are the number of votes cast for, against, withheld or number of abstentions and number of broker non-votes. Proposal No. 1 – To elect six directors to the Board for a term of office expiring at the Company's 2026 Annual Meeting of Stockholders and until their successors are elected and duly qualified: DIRECTOR NOMINEE FOR WITHHOLD BROKER NON-VOTES Shaun Mara 10,043,171 1,820,423 5,591,011 John E. Moore III 10,877,133 986,461 5,591,011 David A. Pace 10,645,786 1,217,808 5,591,011 Terence C. O'Brien 9,395,052 2,468,542 5,591,011 Bradley L. Radoff 8,901,649

01 Financial

Item 9.01 Financial (d)Exhibits Exhibit No. Description 3.1 Second Amended and Restated Bylaws of Farmer Bros. Co., effective February 5, 2025 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) 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. Date:February 10, 2025 FARMER BROS. CO. By: /s/ Jared Vitemb Jared Vitemb VP, General Counsel, Secretary and Chief Compliance Officer

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