FARMER BROTHERS CO: Amended and restated Bylaws as of the Effective Time.
“the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2”
FARMER BROTHERS CO — fact timeline
Source-grounded facts extracted from FARMER BROTHERS CO's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
FARMER BROTHERS CO: Amended and restated Certificate of Incorporation as of the Effective Time.
“the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1”
FARMER BROTHERS CO underwent a change of control involving Royal Cup, Inc. for $1.29 per share (closed 2026-05-05).
“was approved by stockholders in a special meeting held on Friday, May 1. Under the terms of the agreement, Royal Cup has acquired all outstanding shares of Farmer Brothers for $1.29 per share. Farmer Brothers will now operate as part of Royal Cup and become a private company. As part of the closing of the transaction, Farmer Brothers President and Chief”
FARMER BROTHERS CO terminated Credit Agreement with Wells Fargo Bank, National Association.
“on the Closing Date, the Company terminated the Credit Agreement (the “Credit Agreement”), dated as of April 26, 2021, by and among the Company and certain subsidiaries of the Company named therein, as borrowers, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent and lender.”
Tiffany Moseley was appointed as Senior Vice President and Chief Financial Officer at FARMER BROTHERS CO.
“the board of the Surviving Corporation appointed Mr. Wann as President and Chief Executive Officer and Tiffany Moseley as Senior Vice President and Chief Financial Officer”
William L. Wann Jr. was appointed as President and Chief Executive Officer at FARMER BROTHERS CO.
“the board of the Surviving Corporation appointed Mr. Wann as President and Chief Executive Officer and Tiffany Moseley as Senior Vice President and Chief Financial Officer”
Drew Dutton was appointed as Director at FARMER BROTHERS CO.
“William L. Wann Jr., Will Foster and Drew Dutton, the members of the board of directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation as of the Effective Time”
Will Foster was appointed as Director at FARMER BROTHERS CO.
“William L. Wann Jr., Will Foster and Drew Dutton, the members of the board of directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation as of the Effective Time”
William L. Wann Jr. was appointed as Director at FARMER BROTHERS CO.
“William L. Wann Jr., Will Foster and Drew Dutton, the members of the board of directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation as of the Effective Time”
Waheed Zaman departed as Director at FARMER BROTHERS CO.
“each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time”
Terence O'Brien departed as Director at FARMER BROTHERS CO.
“each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time”
Shaun Mara departed as Director at FARMER BROTHERS CO.
“each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time”
Bradley Radoff departed as Director at FARMER BROTHERS CO.
“each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time”
John Moore departed as Director at FARMER BROTHERS CO.
“each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time”
David A. Pace departed as Director at FARMER BROTHERS CO.
“each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time”
FARMER BROTHERS CO shareholders approved Approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. at the 2026-05-01 meeting.
“Proposal No. 3: Adjournment Proposal . The proposal to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was approved. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 13,698,466 2,169,398 161,459 0”
FARMER BROTHERS CO shareholders approved Approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. at the 2026-05-01 meeting.
“Proposal No. 2: Advisory Compensation Proposal . The proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, was approved. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 10,568,703 4,098,960 1,361,660 0”
FARMER BROTHERS CO shareholders approved Adopt the Agreement and Plan of Merger, dated as of March 3, 2026, by and among the Company, Royal Cup, Inc., and BP I Brew Merger Sub Inc., pursuant to which the Company would be acquired by way of a merger and become a wholly-owned subsidiary of Royal Cup. at the 2026-05-01 meeting.
“Proposal No. 1: Merger Proposal . The proposal to adopt the Agreement and Plan of Merger, dated as of March 3, 2026 (the “Merger Agreement”), by and among the Company, Royal Cup, Inc. (“Royal Cup”), and BP I Brew Merger Sub Inc., pursuant to which the Company would be acquired by way of a merger and become a wholly-owned subsidiary of Royal Cup (the “Merger”), was approved. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 13,931,965 1,922,713 174,645 0”
FARMER BROTHERS CO entered into Agreement and Plan of Merger with Royal Cup, Inc. and BP I Brew Merger Sub Inc. valued at $1.29 in cash without interest (the "Per Share Merger Consideration") (effective 2026-03-03).
“On March 3, 2026 (the “Signing Date”), Farmer Bros. Co. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royal Cup, Inc., a Delaware corporation (“Parent”), and BP I Brew Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent”
Tom Bauer departed as VP Chief Field Operations Officer at FARMER BROTHERS CO.
“On April 14, 2025, the Company and Mr. Bauer entered into a general release and separation agreement (the “Separation Agreement”).”
Tom Bauer departed as Chief Field Operations Officer at FARMER BROTHERS CO.
“announced the departure of Tom Bauer, the Company’s Vice President, Chief Field Operations Officer, effective April 8, 2025.”
Thomas E. Bauer was appointed as Vice President, Chief Field Operations Officer at FARMER BROTHERS CO.
“On January 13, 2025, Farmer Bros. Co., a Delaware corporation (the “Company”), announced that Thomas E. Bauer, the Company’s current Vice President, Chief Commercial Officer, has been appointed as Vice President, Chief Field Operations Officer of the Company, effective immediately.”
Stacy Loretz-Congdon departed as Director at FARMER BROTHERS CO.
“On November 13, 2024, Stacy Loretz-Congdon communicated to the Board of Directors (the “Board”) of Farmer Bros. Co., a Delaware corporation (the “Company”), her decision not to stand for reelection as a member of the Board at the Company’s 2025 Annual Meeting of Stockholders.”
Vance Fisher was appointed as Chief Financial Officer at FARMER BROTHERS CO.
“the Company appointed Vance Fisher, 55, as Chief Financial Officer of the Company, effective June 10, 2024.”
FARMER BROTHERS CO reported third fiscal quarter ended March 31, 2024 results: revenue $85.4 million, net income loss of $0.7 million.
“exhibits. --- EX-99.1 (EX-99.1) --- Farmer Brothers reports third quarter fiscal 2024 financial results and publishes quarterly shareholder letter Fiscal Q3 2024 net sales of $85.4 million Gross margin increase of 660 basis points year-over-year to 40.1% NORTHLAKE, Texas, May, 9, 2024 – Farmer Bros. Co. (NASDAQ: FARM) today reported its third quarter fiscal 2024”
Terry O'Brien was appointed as director at FARMER BROTHERS CO.
“voted unanimously to (i) appoint Terence “Terry” O’Brien as a director of the Company, effective immediately”
FARMER BROTHERS CO reported second quarter fiscal 2024 results: revenue $89.5 million, net income $2.7 million.
“Farmer Brothers reports second quarter fiscal 2024 financial results and publishes quarterly shareholder letter Fiscal Q2 2024 net sales of $89.5 million”
John E. Moore III was appointed as President and Chief Executive Officer at FARMER BROTHERS CO.
“On January 31, 2024, the Board of Directors (the “Board”) of Farmer Bros. Co. (the “Company”) appointed John E. Moore III as the Company’s President and Chief Executive Officer (“CEO”) on a permanent basis.”
FARMER BROTHERS CO shareholders approved Advisory (non-binding) vote to approve the compensation paid to the Company's named executive officers at the 2024-01-24 meeting.
“Proposal No. 3 – Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers: FOR AGAINST ABSTAIN BROKER NON-VOTES 10,992,376 843,587 322,987 5,352,036”
FARMER BROTHERS CO shareholders approved To ratify the selection of Grant Thornton as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024 at the 2024-01-24 meeting.
“Proposal No. 2 – To ratify the selection of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024: FOR AGAINST ABSTAIN BROKER NON-VOTES 17,115,073 190,720 205,193 -”
FARMER BROTHERS CO shareholders approved To elect five (5) directors to the Board for a one-year term of office expiring at the Company's annual meeting for the fiscal year ending June 30, 2024 and until their successors are elected and duly qualified at the 2024-01-24 meeting.
“Proposal No. 1 – To elect five (5) directors to the Board for a one-year term of office expiring at the Company’s annual meeting for the fiscal year ending June 30, 2024 and until their successors are elected and duly qualified: DIRECTOR NOMINEE FOR WITHHOLD BROKER NON-VOTES Stacy Loretz-Congdon 11,739,715 419,235 5,352,036 John E. Moore III 11,740,919 418,031 5,352,036 David A. Pace 10,397,974 1,760,976 5,352,036 Bradley L. Radoff 10,181,302 1,977,648 5,352,036 Waheed Zaman 11,197,916 961,034 5,352,036”
FARMER BROTHERS CO amended Consent and Amendment No. 5 to Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (effective 2023-12-04).
“On December 4, 2023 (the “Effective Date”), Farmer Bros. Co., a Delaware corporation (the “Company”), and certain of its subsidiaries entered into that certain Consent and Amendment No. 5 to Credit Agreement (the “Consent and Amendment”), with the lenders party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for each member of the lender group (in such capacity, the “Agent”).”
FARMER BROTHERS CO reported first fiscal quarter ended September 30, 2023 results: revenue $81.9 million, net income Net loss from continuing operations was $1.3 million.
“Farmer Brothers reports first quarter fiscal 2024 financial results and publishes quarterly shareholder letter Fiscal Q1 2024 net sales of $81.9 million”
Alfred Poe departed as Director at FARMER BROTHERS CO.
“Mr. Poe will serve out the rest of his term as a director of the Company, which will expire as of immediately prior to the 2023 Annual Meeting.”
Amber Jefferson was terminated as Chief Human Resources Officer at FARMER BROTHERS CO.
“On October 26, 2023, Farmer Bros. Co., a Delaware corporation (the “Company”) and Amber Jefferson, the Company’s Chief Human Resources Officer, agreed that Ms. Jefferson’s employment with the Company will be terminated, without cause, effective December 1, 2023.”
Deverl Maserang was terminated as President and Chief Executive Officer at FARMER BROTHERS CO.
“the Company and Deverl Maserang, the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), had agreed that Mr. Maserang’s employment with the Company would be terminated, without cause, effective September 30, 2023.”
Brad Bollner was appointed as interim Chief Financial Officer at FARMER BROTHERS CO.
“the Company entered into a Retention Agreement with Brad Bollner, the Company's Vice President of Finance and, effective October 1, 2023, the Company's interim Chief Financial Officer”
John Moore was appointed as interim Chief Executive Officer at FARMER BROTHERS CO.
“approved the grant to John Moore, the Company's Head of Coffee and, effective October 1, 2023, the interim Chief Executive Officer”
FARMER BROTHERS CO reported fiscal year 2023 results: revenue Fiscal year 2023 net sales from continuing operations of $340 million.
“Farmer Brothers reports fourth quarter and fiscal 2023 financial results and publishes quarterly shareholder letter Fiscal year 2023 net sales from continuing operations of $340 million”
FARMER BROTHERS CO reported financial results for fourth fiscal quarter ended June 30, 2023.
“On September 12, 2023 , Farmer Bros. Co., a Delaware corporation (the "Company"), issued a press release announcing its financial results for its fourth fiscal quarter ended June 30, 2023.”
Deverl Maserang resigned as member of the Board of Directors at FARMER BROTHERS CO.
“Mr. Maserang informed the Board of his intention to resign as a member of the Board on September 30, 2023.”
Deverl Maserang was terminated as President and Chief Executive Officer at FARMER BROTHERS CO.
“the Company and Deverl Maserang, the Company’s President and Chief Executive Officer, had agreed that Mr. Maserang’s employment with the Company would be terminated, without cause, effective September 30, 2023.”
Brad Bollner was appointed as interim Chief Financial Officer at FARMER BROTHERS CO.
“The Board has appointed Brad Bollner, the Company’s Vice President of Finance, as interim Chief Financial Officer, effective October 1, 2023.”
John Moore was appointed as interim Chief Executive Officer at FARMER BROTHERS CO.
“The Board has appointed John Moore, the Company’s Head of Coffee, as interim Chief Executive Officer, effective October 1, 2023.”
Deverl Maserang was terminated as President and Chief Executive Officer at FARMER BROTHERS CO.
“On August 30, 2023, Farmer Bros. Co., a Delaware corporation (the “Company”), and Deverl Maserang, the Company’s President and Chief Executive Officer, agreed that Mr. Maserang’s employment with the Company will be terminated, without cause, effective September 30, 2023.”
John D. Robinson departed as Director at FARMER BROTHERS CO.
“On August 17, 2023, each of Allison M. Boersma, David A. Pace, Bradley L. Radoff and John D. Robinson notified Farmer Bros. Co., a Delaware corporation (the “Company”), of his or her intention not to stand for re-election as a member of the Board of Directors of the Company (the “Board”) at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”).”
Bradley L. Radoff departed as Director at FARMER BROTHERS CO.
“Messrs. Pace and Radoff are not accepting re-nomination because they believe that a continuation of the standstill described in that certain Cooperation Agreement, dated as of October 30, 2022, by and among the Company , the entities and persons listed on Exhibit A thereto and the entities and persons listed on Exhibit B thereto (the “Cooperation Agreement”), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 31, 2023 and incorporated by reference herein, is not in the best interest of the Company and its stockholders, and that additional changes need to be made at the Company.”
David A. Pace departed as Director at FARMER BROTHERS CO.
“Messrs. Pace and Radoff are not accepting re-nomination because they believe that a continuation of the standstill described in that certain Cooperation Agreement, dated as of October 30, 2022, by and among the Company , the entities and persons listed on Exhibit A thereto and the entities and persons listed on Exhibit B thereto (the “Cooperation Agreement”), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 31, 2023 and incorporated by reference herein, is not in the best interest of the Company and its stockholders, and that additional changes need to be made at the Company.”
Allison M. Boersma departed as Director at FARMER BROTHERS CO.
“On August 17, 2023, each of Allison M. Boersma, David A. Pace, Bradley L. Radoff and John D. Robinson notified Farmer Bros. Co., a Delaware corporation (the “Company”), of his or her intention not to stand for re-election as a member of the Board of Directors of the Company (the “Board”) at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”).”
Scott Drake was terminated as Chief Financial Officer at FARMER BROTHERS CO.
“On August 3, 2023, Farmer Bros. Co., a Delaware corporation (the “Company”) and Scott Drake, the Company’s Chief Financial Officer, agreed that Mr. Drake’s employment with the Company will be terminated, without cause, effective October 1, 2023.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.