UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 6, 2016

 

 

FARMER BROS. CO.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34249   95-0725980

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

13601 North Freeway, Suite 200,

Fort Worth, Texas

  76177
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (888) 998-2468

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

On October 6, 2016, the Board of Directors of Farmer Bros. Co. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Employee Stock Ownership Plan (the “ESOP”). Under the terms of the ESOP, each participant in the ESOP has the right to direct the trustee as to the voting of the shares allocated to his or her account. To the extent a participant does direct the trustee, then the trustee will vote such shares accordingly, subject only to the trustee’s overriding fiduciary duty under the Employee Retirement Income Security Act of 1974. Prior to the Amendment, shares that had not been allocated to participant accounts and shares that had been allocated, but for which ESOP participants did not provide voting direction, were voted in proportion to the allocated shares for which the trustee received voting directions. As a result of the Amendment, the ESOP will now provide that the trustee, GreatBanc Trust Company, will exercise independent fiduciary discretion over the voting of unallocated shares and shares for which the trustee receives no directions.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.    Description
10.1    Amendment dated October 6, 2016 to Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FARMER BROS. CO.

Date: October 7, 2016

    By:   /s/ Isaac N. Johnston, Jr.
    Name:   Isaac N. Johnston, Jr.
    Title:   Treasurer and Chief Financial Officer

Exhibit 10.1

AMENDMENT

TO

FARMER BROS. CO. AMENDED AND RESTATED

EMPLOYEE STOCK OWNERSHIP PLAN

(Effective January 1, 2010)

WHEREAS, Farmer Bros. Co. (the “ Company ”) maintains the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan (the “ Plan ”) for the benefit of its eligible employees and the eligible employees of its participating related employers; and

WHEREAS, the Company has determined that it is desirable to amend the Plan’s voting provisions for all unallocated shares of Company Stock and all shares of Company Stock for which voting direction is not received.

NOW, THEREFORE, BE IT RESOLVED that, pursuant to the power and authority reserved to the Company’s board of directors pursuant to Section 12.01 of the Plan, the Plan is hereby amended, effective as of October 6, 2016, by replacing Section 8.01 of the Plan with the following:

“8.01 Voting Company Stock

(a) Notwithstanding any other provision of this Plan to the contrary, if any, but subject to the provisions of this Article, the Trustee shall have no discretion or authority to vote Company Stock held in the trust by the Trustee on any matter presented for a vote by the stockholders of the Company except in accordance with timely directions received by the Trustee from Members who have Company Stock allocated to their Accounts under the Plan or as provided in subsection (b). Each Member who has allocated Company Stock shall, as the named fiduciary for this purpose, direct the Trustee with respect to the vote of the Company Stock allocated to the Member’s Account and the Trustee shall follow the directions of those Members who provide timely instructions to the Trustee;

(b) With respect to Company Stock held in the Trust by the Trustee but not allocated to the Accounts of Members, and with respect to Company Stock otherwise allocated to Accounts of Members but for which no voting directions are timely received by the Trustee, the Trustee shall vote such Company Stock in its sole discretion;

(c) In the event a court of competent jurisdiction shall issue any order or any opinion to the Plan, the Company or the Trustee, which shall, in the opinion of counsel to the Company or the Trustee, invalidate under ERISA, in all circumstances or in any particular circumstances, any provision or provisions of this Section 8.01 regarding the manner in which Company Stock held in the Trust shall be voted or cause any such provisions or provision to conflict with ERISA, then, upon notice thereof to the Company or the Trustee, as the case may be, such invalid or conflicting provisions of this Section 8.01 shall be given no further force or effect. In such circumstances the Trustee shall have no discretion to vote allocated shares of Company Stock held in the Trust unless required under such order or opinion but shall follow instructions received from Members and not invalidated, but shall retain the sole discretion to vote unallocated and undirected shares of Company Stock unless otherwise required under such order or opinion;


(d) In the event that any option, right, warrant, or similar property derived from or attributable to the ownership of the Company Stock allocated to Members shall be granted, distributed, or otherwise issued which is and shall become exercisable, each Member (or Beneficiary) shall be entitled to direct the Trustee, in writing, to sell, exercise, distribute, or retain any such option, right, warrant, or similar property. The securities acquired by the Trustee upon such exercise shall be held in a special account or accounts. For all Plan purposes, all options, rights, warrants, or similar property described in this paragraph (d) of Section 8.01 hereof shall be treated as income added to the appropriate Accounts of Members (or Beneficiaries). If, within a reasonable period of time after the form soliciting direction from a Member (or Beneficiary), has been sent, no written directions shall have been received by the Trustee from such Member (or Beneficiary), the Trustee shall, in its sole discretion, sell, exercise, or retain and keep unproductive of income such option, right, warrant, or similar property for which no response has been received from such Member (or Beneficiary) and also for options, rights, warrants, or similar property derived from, or attributable to, the ownership of Company Stock not yet allocated to any Member’s (or Beneficiary’s) Account; and

(e) The Trustee shall, in accordance with timely directions received by the Trustee from the Committee in its sole discretion, sell, exercise, or retain and keep unproductive of income such option, right, warrant, or similar property attributable to unallocated Company Stock held in the Suspense Account.”

IN WITNESS WHEREOF, the Company has adopted this Amendment to the January 1, 2010 Amendment and Restatement of the Plan on this 6 th day of October, 2016.

 

FARMER BROS. CO.
By:   /s/ Isaac N. Johnston, Jr.
Name: Isaac N. Johnston, Jr.
Title: Treasurer and Chief Financial Officer

 

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