Leading Independent Proxy Advisory Firm ISS Recommends that Farmer Bros. Stockholders Vote "FOR" All Three Farmer Bros. Co. Director Nominees
In its
"As the dissident has failed to make a compelling case that change at the board level is necessary, no support for the dissident nominees is warranted. Shareholders should vote on the GOLD management card FOR management nominees Keown, Marcy, and Mottern."
(Emphasis added)
In supporting ALL three
"It seems difficult to dispute the fact that the current board and CEO have been the main driver behind the turnaround of
In commenting on the Company's operating performance and capital allocation decisions, ISS stated:
"In fact, since the current CEO's tenure started, the company has delivered solid absolute and relative performance over any period analyzed."
"Furthermore, management's capital allocation decisions do not appear to be misguided. Using the move to
ISS also recognized that the
"…the company's overall governance also appears to have improved substantially in recent years, often as a direct result of the contributions of directors like Mottern and Marcy, the two most recently added members. For instance, the board only appears to have instituted a governance committee following Marcy's addition to the board."
Additionally, ISS agreed that the
"The dissident has also failed to demonstrate that it is adequately prepared to address any downside risks associated with this contest: although an election victory would leave the dissident group with a majority of the board, 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."
(Emphasis added)
"Furthermore, the dissident group has likewise failed to present any future plan for the company that is clearly superior to the strategy developed by the current board—which has demonstrated strong results."
Commenting on the ISS report,
The recommendation from ISS to support ALL THREE of
As ISS recognizes, under the leadership and direction of the current Board as well as Mr. Keown, President and Chief Executive Officer,
We strongly believe that the
We strongly urge stockholders to follow ISS's recommendation and protect their investment by voting "FOR"
Your Vote Is Important, No Matter How Many or How Few 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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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.
ii Stock price appreciation, stockholder value and total stockholder return from
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