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Farmer Brothers Co – ‘8-K’ for 7/16/20

On:  Wednesday, 7/22/20, at 4:43pm ET   ·   For:  7/16/20   ·   Accession #:  34563-20-96   ·   File #:  1-34249

Previous ‘8-K’:  ‘8-K’ on 6/10/20 for 6/8/20   ·   Next:  ‘8-K’ on 7/29/20 for 7/23/20   ·   Latest:  ‘8-K/A’ on 5/3/24 for 5/1/24   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 7/22/20  Farmer Brothers Co                8-K:5,8,9   7/16/20   13:262K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     37K 
 2: EX-10.1     Material Contract                                   HTML     44K 
 9: R1          Cover Page Cover Page                               HTML     47K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- issuanceofrsu-bodnamed_htm          XML     15K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- farm-20200716_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- farm-20200716_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- farm-20200716_lab                     XML     66K 
 7: EX-101.PRE  XBRL Presentations -- farm-20200716_pre              XML     36K 
 3: EX-101.SCH  XBRL Schema -- farm-20200716                         XSD     15K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
13: ZIP         XBRL Zipped Folder -- 0000034563-20-000096-xbrl      Zip     23K

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:   C:   C: 
  Document  
 i false i 0000034563 i FARMER BROTHERS CO 0000034563 2020-06-05 2020-06-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  i July 16, 2020
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 i Delaware
 
 i 001-34249
 
 i 95-0725980
 
 
 
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 i 1912 Farmer Brothers Drive,
 i Northlake,
 i Texas
 i 76262
 
 
 
 
(Address of Principal Executive Offices) (Zip Code)
 
 
 
 
 
 
 
 
 
 i 888
 i 998-2468
 
 
 
 
 
(Registrant’s Telephone Number, Including Area Code)
 
 
 
 
 
 
 
None
 
 
 
(Former Address, if Changed Since Last Report)
 
 
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 i ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 i ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 i ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
Title of Each Class
 
Trading Symbol(s)
Name of Each Exchange on Which Registered
 
 
 
 
 i Common Stock, $1.00 par value
 
 i FARM
 i NASDAQ Global Select Market
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company  i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)     As previously disclosed, on March 26, 2020, in response to the potential anticipated effect of the COVID-19 pandemic on revenue, the Board of Directors (the “Board”) of Farmer Bros. Co. (the “Company”) approved the implementation of a 15 percent salary reduction for all of the Company’s named executive officers, starting April 1, 2020, along with other compensation reduction measures.
On July 16, 2020, the Board approved a grant of restricted stock units (“RSUs”) under the Company’s 2017 Long-Term Incentive Plan to the named executive officers of the Company. The grants represent a portion of the long term incentive awards expected to be granted to such officers during fiscal year 2021, as well as amounts intended to compensate such officers for reduced compensation during fiscal year 2020 as a result of the COVID-19 pandemic. The grants were of 157,545 RSUs to Deverl Maserang, Chief Executive Officer, 28,606 RSUs to Scott Drake, Chief Financial Officer, 29,850 RSUs to Ruben Inofuentes, Chief Supply Chain Officer, 24,461 RSUs to Ronald Friedman, Chief Human Resources Officer, 19,900 RSUs to Jerry M. Walsh, Senior Vice President & General Manager DSD, and 17,827 RSUs to Maurice Moragne, Chief Sales Officer. The RSU grants have a three-year vesting schedule, whereby one-third of the total number of RSUs vest each year on the anniversary of the July 16 grant date, subject to continued employment with the Company through each vesting date and the acceleration provisions of the Plan and RSU agreements. The foregoing description of the RSU grants does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of RSU agreement, which will be filed as Exhibit 10.1 to this Form 8-K.
Item 8.01. Other Events.
As previously disclosed, on March 26, 2020, the Board also voted to forego cash compensation for directors during the fiscal quarter ended June 30, 2020. On July 16, 2020, the Board approved a grant of restricted stock under the Company’s 2017 Long-Term Incentive Plan to each of the directors of the Company. The grants have one-year cliff vesting, whereby total number of shares will vest on the anniversary of the July 16 grant date, subject to continued service to the Company through the vesting date and the acceleration provisions of the Plan and award agreements. The value of the restricted stock granted to each director reflects the amount of each director’s previously foregone cash compensation and meeting fees payable in accordance with the director compensation program as previously disclosed in the Company’s proxy statement.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
 
Description
10.1
 
Form of Restricted Stock Unit Agreement.
104
 
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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.
Dated:    June 22, 2020
 
FARMER BROS. CO.
 
 
 
 
 
By:
/s/ Scott R. Drake
 
 
Scott R. Drake
 
 
Chief Financial Officer
(principal financial officer)
 
 
 











Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:7/22/20
For Period end:7/16/204
6/30/20
6/22/20
4/1/204,  SC 13D
3/26/20
 List all Filings 

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/27/23  Farmer Brothers Co.               10-K/A      6/30/23   14:1.4M                                   Toppan Merrill/FA
 9/12/23  Farmer Brothers Co.               10-K        6/30/23  129:14M
10/27/22  Farmer Brothers Co.               10-K/A      6/30/22   14:1.4M                                   Broadridge Fin’l So… Inc
 9/02/22  Farmer Brothers Co.               10-K        6/30/22  126:15M
 9/10/21  Farmer Brothers Co.               10-K        6/30/21  124:15M
 9/11/20  Farmer Brothers Co.               10-K        6/30/20  140:24M
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