Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K 8-Kdirectos and Special Meeting HTML 18K
2: EX-99.1 Exhibit 99.1 Press Release Dated April 24, 2017 HTML 11K
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communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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 ¨
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 18, 2017, Guenter W. Berger and Hamideh Assadi each provided notice to the Board
of Directors (the “Board”) of Farmer Bros. Co. (the “Company”) of their intent not to stand for re-election at the Company’s 2017 Annual Meeting of Stockholders. Their intent not to stand for re-election is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On April 18, 2017, the Board determined to call a special meeting of stockholders (the “Special Meeting”) for the purpose of: (i) approving an amendment to the Company’s Certificate of Incorporation to increase the maximum number of members that may constitute the Board from seven to nine; (ii) approving a long-term incentive compensation plan for the benefit of eligible employees and directors
of the Company and its affiliates; and (iii) transacting such other business as may properly come before the Special Meeting or any continuation, postponement or adjournment thereof. The Special Meeting will be held on June 20, 2017, at 10:00 a.m. Central Time, at the Marriott Hotel & Golf Club at Champions Circle, 3300 Championship Parkway, Fort Worth, Texas76177. The Board has fixed the close of business on May 16, 2017 as the record date for the determination of stockholders entitled to vote at the Special Meeting.
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.
