FARMER BROTHERS CO — fact timeline

FARMER BROTHERS CO completed a disposition involving TreeHouse Foods, Inc. for $100 million in cash (closed 2023-06-30).

“On June 30, 2023, the Company completed its previously announced sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas (the “Sale”) pursuant to that certain Asset Purchase Agreement, dated as of June 6, 2023 (the “Original Agreement” and as amended by that certain Amendment, dated as of June 30, 2023 (the “Amendment”), the “Purchase Agreement”) by and between the Company and TreeHouse Foods, Inc., a Delaware corporation (“Buyer”) for a purchase price of $100 million in cash, subject to customary working capital and certain other adjustments”

FARMER BROTHERS CO amended credit facility of reduction of the maximum commitment of the lenders under the revolving credit facility to $75.0 million with Wells Fargo Bank, National Association.

“The Fourth Amendment includes a consent to the Sale (defined below) by the administrative agent and the lenders and amends certain terms and conditions of the Credit Agreement by, among other things: (i) reflecting the payoff in full, with proceeds from the Sale, of the $47.0 million term loan facility, (ii) reflecting the paydown, with proceeds from the Sale, of the revolving credit facility (and a reduction of the maximum commitment of the lenders under the revolving credit facility to $75.0 million), (iii) releasing liens of the administrative agent securing the obligations under the Credit Agreement on assets sold pursuant to the Sale, and (iv) amending the Credit Agreement so that the Company's financial covenant (i.e., fixed charge coverage ratio) is only in effect during such times when the Company's liquidity falls below certain thresholds.”

FARMER BROTHERS CO amended Consent and Amendment No. 4 to Credit Agreement with Wells Fargo Bank, National Association valued at Amendment to Credit Agreement including consent to sale, payoff of $47.0 million term loan, paydown (effective 2023-06-30).

“On June 30, 2023, Farmer Bros. Co., a Delaware corporation (the “Company”) and certain of its subsidiaries entered into that certain Consent and Amendment No. 4 to Credit Agreement (the “Fourth Amendment”), with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for each member of the lender group.”

Tom Bauer was appointed as Vice President, Head of DSD at FARMER BROTHERS CO.

“On June 30, 2023, the Board appointed each of John Moore and Tom Bauer as executive officers of the Company. Mr. Bauer remains Vice President, Head of DSD.”

Alfred Poe was elected as Chairman of the Board at FARMER BROTHERS CO.

“On June 30, 2023, the Board elected Alfred Poe, a member of the Board since 2020, as Chairman of the Board effective following Mr. Mottern’s resignation.”

Christopher P. Mottern resigned as member of the Board at FARMER BROTHERS CO.

“Christopher P. Mottern informed the Company’s board of directors (the “Board”) of his resignation from the Board effective as of 5:00 p.m. (Central Time) on June 30, 2023.”

Christopher P. Mottern resigned as Director at FARMER BROTHERS CO.

“Christopher P. Mottern informed the Company’s board of directors (the “Board”) of his resignation from the Board, effective as of 5:00 p.m. (Central Time) on June 30, 2023.”

FARMER BROTHERS CO entered into Purchase Agreement with TreeHouse Foods, Inc. valued at $100 million in cash (effective 2023-06-06).

“On June 6, 2023, Farmer Bros. Co., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with TreeHouse Foods, Inc., a Delaware corporation (“Buyer”).”

FARMER BROTHERS CO reported third fiscal quarter ended March 31, 2023 results: revenue $124.2 million, net income $11.4 million.

“--- Farmer Brothers reports fiscal third quarter 2023 financial results and publishes quarterly shareholder letter Fiscal Q3 2023 net sales increased year-over-year to $124.2 million Sequential gross margin improved in fiscal Q3 2023 Significant progress in optimizing customer pricing structure and production operations NORTHLAKE, Texas, May 10, 2023 (GLOBE”

Maurice Moragne departed as Chief Sales Officer at FARMER BROTHERS CO.

“On March 25, 2023, the Company and Mr. Moragne entered into a general release and separation agreement (the “Moragne Separation Agreement”).”

Ruben Inofuentes departed as Chief Supply Chain Officer at FARMER BROTHERS CO.

“On March 23, 2023, the Company and Mr. Inofuentes entered into a general release and separation agreement (the “Inofuentes Separation Agreement”).”

Maurice S.J. Moragne was terminated as Chief Sales Officer at FARMER BROTHERS CO.

“and Maurice S.J. Moragne, the Company’s Chief Sales Officer”

Ruben Inofuentes was terminated as Chief Supply Chain Officer at FARMER BROTHERS CO.

“termination of employment of Ruben Inofuentes, the Company’s Chief Supply Chain Officer”

FARMER BROTHERS CO reported financial results for its second fiscal quarter ended December 31, 2022.

“On February 8, 2023 , Farmer Bros. Co., a Delaware corporation (the "Company"), issued a press release announcing its financial results for its second fiscal quarter ended December 31, 2022.”

FARMER BROTHERS CO: Adoption of amended and restated bylaws to reflect changes related to universal proxy rules, DGCL amendments, and other updates (effective 2023-02-01).

“On February 1, 2023, in connection with the approval of the Farmer Bros. Co.’s (the “Company”) Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”) by the stockholders at the Company’s annual meeting on January 12, 2023, new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the bylaws of the Company, the Board of Directors of the Company adopted and approved amended and restated bylaws (the “A&R Bylaws”), effective immediately.”

FARMER BROTHERS CO: Stockholders approved the Second Amended and Restated Certificate of Incorporation, which clarifies de-classification of the board, allows removal of directors with or without cause, and removes references to redeemed Preferred Stock (effective 2023-01-12).

“At the Annual Meeting of Stockholders of Farmer Bros. Co., a Delaware corporation (the “Company”), held on January 12, 2023 (the “Annual Meeting”), the stockholders of the Company approved the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate”), which clarifies the completion of the de-classification of the board of directors of the Company (the “Board”), allows for the removal of directors by stockholders with and without cause, and removes references to the Company’s fully redeemed Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share.”

FARMER BROTHERS CO shareholders approved Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers.

“Proposal No. 4 – Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers: FOR AGAINST ABSTAIN BROKER NON-VOTES 9,999,014 4,799,352 110,318 2,208,759”

FARMER BROTHERS CO shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm at the 2023-06-30 meeting.

“Proposal No. 3 – To ratify the selection of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023: FOR AGAINST ABSTAIN BROKER NON-VOTES 16,029,896 1,084,765 2,782 −”

FARMER BROTHERS CO shareholders approved To approve the Certificate.

“Proposal No. 2 – To approve the Certificate: FOR AGAINST ABSTAIN BROKER NON-VOTES 13,626,534 1,143,198 138,952 2,208,759”

FARMER BROTHERS CO shareholders approved Election of nine directors to serve for a one-year term.

“Proposal No. 1 – To elect nine (9) directors to the Board for a one-year term of office expiring at the Company’s 2023 Annual Meeting of Stockholders and until their successors are elected and duly qualified: DIRECTOR NOMINEE FOR WITHHOLD BROKER NON-VOTES Allison M. Boersma 14,302,927 605,757 2,208,759 Stacy Loretz-Congdon 14,204,590 704,094 2,208,759 D. Deverl Maserang II 13,394,371 1,514,313 2,208,759 Christopher P. Mottern 13,078,996 1,829,688 2,208,759 David A. Pace 12,555,309 2,353,375 2,208,759 Alfred Poe 12,055,617 2,853,067 2,208,759 Bradley L. Radoff 13,112,663 1,796,021 2,208,759 John D. Robinson 12,009,825 2,898,859 2,208,759 Waheed Zaman 13,440,576 1,468,108 2,208,759”

FARMER BROTHERS CO reported first fiscal quarter ended September 30, 2022 results: revenue $121.4 million, net income $7.4 million, EPS $(0.39).

“Co. (NASDAQ: FARM) (the “Company”) today reported financial results for its first fiscal quarter ended September 30, 2022. First Quarter Fiscal 2023 Highlights: • Net sales were $121.4 million , an increase of $13.0 million , or 12.0% , from the prior year pe riod • Gross margin in the period was 22% compared to 29% in the prior year period, • Net loss was $7.4 million”

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).

“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”).”

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

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

Matthew Coffman was appointed as Vice President and Controller at FARMER BROTHERS CO.

“On April 18, 2022, the Company appointed Matthew Coffman, age 42, as the Company’s Vice President and Controller, effective immediately.”

Scott R. Drake was appointed as Chief Financial Officer and interim principal accounting officer at FARMER BROTHERS CO.

“Following Mr. Lyon’s resignation, Scott R. Drake, Chief Financial Officer of the Company, will serve as the Company’s principal accounting officer in the interim.”

Scott Lyon resigned as Vice President, Controller and Treasurer at FARMER BROTHERS CO.

“On December 23, 2021, Scott Lyon, Vice President, Controller and Treasurer of Farmer Bros. Co. (the “Company”), who served as the Company’s principal accounting officer, notified the Company of his resignation, effective January 14, 2022, to pursue another opportunity.”

Jennifer H. Brown departed as other_named_officer at FARMER BROTHERS CO.

“On October 18, 2021, Farmer Bros. Co. (the “Company”) notified Jennifer H. Brown that Ms. Brown has been separated from the Company effective immediately.”

Waheed Zaman was appointed as Director at FARMER BROTHERS CO.

“the Board of Directors of the Company (the “Board”) increased the number of directors from six directors to seven directors and appointed Waheed Zaman to fill the newly created vacancy, effective September 1, 2021.”