Farmer Bros. Co. enters cooperation agreement with JCP and 22NW, appoints Bradley Radoff to board

FARMER BROTHERS CO

Board appoints Bradley L. Radoff as independent director and nominates second JCP nominee for election at 2022 annual meeting.
Charles F. Marcy to retire at 2022 annual meeting; Christopher P. Mottern to retire by June 30, 2023.
Board will form a new special committee to review strategic alternatives and capital allocation initiatives.
JCP and 22NW withdraw director nominations and agree to standstill and voting commitments under the agreement.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

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Appointed

Bradley L. Radoff

director

FARM · FARMER BROTHERS CO

Effective: 2022-11-04
Filed: October 31, 2022, 7:59 PM ET

Effective as of November 4, 2022, Mr. Radoff has been appointed as a member of the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Bradley L. Radoff was appointed as director at FARMER BROTHERS CO.

Action: appointed
Role: director

Exact text from the filing

Effective as of November 4, 2022, Mr. Radoff has been appointed as a member of the Board.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FARMER BROTHERS CO entered into Cooperation Agreement with the entities and person listed on Exhibit A thereto (the “JCP Parties”) and the entities and persons listed on Exhibit B thereto (the “22NW Parties,” and together with the JCP Parties, the “Stockholder Parties”) (effective 2022-10-30).

Action: entry
Counterparty: the entities and person listed on Exhibit A thereto (the “JCP Parties”) and the entities and persons listed on Exhibit B thereto (the “22NW Parties,” and together with the JCP Parties, the “Stockholder Parties”)
Effective: 2022-10-30

Exact text from the filing

On October 30, 2022 (the “Effective Date”), Farmer Bros. Co. (the “Company”) entered into a Cooperation Agreement (the “Agreement”) with the entities and person listed on Exhibit A thereto (the “JCP Parties”) and the entities and persons listed on Exhibit B thereto (the “22NW Parties,” and together with the JCP Parties, the “Stockholder Parties”).

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119 material agreements filed in the last 30 days. Browse all material agreements →

FARMER BROTHERS CO filing history →

Source: SEC EDGAR

accession 0001140361-22-039100

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