All Three Proxy Advisory Firms -- ISS, Glass Lewis and Egan-Jones Recommend that Stockholders Vote "FOR" All Three Farmer Bros. Director Nominees
In stating their recommendations that stockholders vote "FOR"
In Support of ALL Three Farmer Bros. Director Nominees
"It seems difficult to dispute the fact that the current board and CEO have been the main driver behind the turnaround of Farmer Bros...having delivered an impressive improvement of the company fundamentals and strong appreciation of the company's stock, from
"We find that the Company has outperformed peers and the broad market since Mr. Keown was appointed CEO in 2012…the Management Nominees are well qualified for continued service on the board and significantly more qualified than the Dissident Nominees." (
"[W]e believe that voting FOR the management's nominees…is in the best interest of the Company and its shareholders...We recognize management's efforts, led by the new CEO
Against the
"The dissident has also failed to demonstrate that it is adequately prepared to address any downside risks associated with this contest…none of the members of such a reconstituted board seem to possess any outside board experience or relevant industry knowledge or operational expertise beyond that gained during their years at the company. The lack of relevant experience of certain members of the dissident slate also raises serious concerns as to whether the dissident group's interests are truly aligned with those of unaffiliated shareholders." (ISS)
"In this case, we question whether appointing an additional representative of the Farmer family to the board would serve the interests of all shareholders, particularly given that members of the Farmer family appear to be divided over their views of the current management team. Furthermore, in our view, the Dissident slate would not provide any meaningful qualifications or experience that is not already represented on the board." (
"We are not convinced that the
Commenting on the consensus from ISS,
The support from ISS,
All three proxy advisory firms recognize that under the leadership and direction of Mr. Keown and the current Board,
We strongly urge stockholders to follow the recommendations of ISS,
Your Vote Is Important, No Matter How Many Shares You Own
If you have any questions or require any assistance with respect to voting your shares, please contact the Company's proxy solicitor at the contact listed below:
MORROW
470 West Avenue
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About
Founded in 1912,
Headquartered in
Forward-looking Statements
Certain statements in this communication constitute "forward-looking statements." When used in this communication, the words "will," "expects," "anticipates," "estimates" and "believes," and similar expressions and statements that are made in the future tense or refer to future events or developments, are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the expected cost savings relating to the Company's corporate relocation. These statements are based on management's current expectations, assumptions, estimates and observations of future events and include any statements that do not directly relate to any historical or current fact; actual results may differ materially due in part to the risk factors set forth in our most recent annual, periodic and current reports filed with the
Undue reliance should not be placed on the forward-looking statements in this communication, which are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements.
Important Additional Information and Where to Find It
THE COMPANY URGES ITS INVESTORS AND STOCKHOLDERS TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS), THE ACCOMPANYING PROXY CARD AND ANY OTHER DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Copies of the definitive proxy statement (including any supplements or amendments), the accompanying proxy card, and any other documents filed by the Company with the
Additional Information
INVESTOR CONTACT:
(682) 549-6663
Morrow Sodali
(203) 658-9400
MEDIA CONTACT:
(212) 355-4449
i Permission to use quotations neither sought nor obtained.
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