FARMER BROTHERS CO — Proxy Solicitation & Information Statement 2016

Nov 2, 2016

DFAN14A 1 dfan14a10901002b_11022016.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

| Farmer
BRos. Co. |
| --- |
| (Name of Registrant as Specified in Its Charter) |
| Carol
Farmer Waite Carol
L. Waite Trust 1964
Jeanne Ann Farmer Grossman Trust 1964
Richard Francis Farmer Trust 1964
Roy Edward Farmer Trust 1964
Carol Lynn Farmer Waite Trust 1969
Roy Edward Farmer Trust 1969
Jeanne Ann Farmer Trust 1969
Richard Francis Farmer Trust 1969
Carol Lynn Farmer Waite Trust 1969
Roy F. Farmer Trust 1969
Emily Marjorie Farmer Trust 1972
Roy Edward Farmer Trust 1972
Carol Lynn Farmer Waite Trust 1972
Jeanne Anne Farmer Grossman Trust 1972
Richard Francis Farmer 1972
Roy F. Farmer Trust 1972
Emily Marjorie Farmer Trust 1987
Roy F. Farmer Trust I 1987
Roy F. Farmer Trust II 1987
Roy F. Farmer Trust III 1987
Roy F. Farmer Trust IV 1988
Roy F. Farmer Trust I Farmer
Insurance Trust 1984
Jonathan Michael Waite Trust The
2012 Waite Trust 2012
Grossman Irrevocable Trust Austin
Waite Emily
Waite Jonathan
Michael Waite Suzanna
Waite Scott
Grossman Brett
Grossman Brynn
Grossman Tom
Mortensen John
Samore, Jr., Jennifer
Gonzalez-Yousef |
| (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Field: Page; Sequence: 1

Field: /Page

(1) Title of each class of securities to which transaction applies:

Field: Rule-Page

Field: /Rule-Page

(2) Aggregate number of securities to which transaction applies:

Field: Rule-Page

Field: /Rule-Page

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Field: Rule-Page

Field: /Rule-Page

(4) Proposed maximum aggregate value of transaction:

Field: Rule-Page

Field: /Rule-Page

(5) Total fee paid:

Field: Rule-Page

Field: /Rule-Page

☐ Fee paid previously with preliminary materials:

Field: Rule-Page

Field: /Rule-Page

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Field: Rule-Page

Field: /Rule-Page

(1) Amount previously paid:

Field: Rule-Page

Field: /Rule-Page

(2) Form, Schedule or Registration Statement No.:

Field: Rule-Page

Field: /Rule-Page

(3) Filing Party:

Field: Rule-Page

Field: /Rule-Page

(4) Date Filed:

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 2

Field: /Page

The following materials were provided to participants in the Farmers Bros. Co. Amended and Restated Employee Stock Ownership Plan (the “Plan”), held in the Farmer Bros. Co. Employee Stock Ownership Trust by GreatBanc Trust Company, as trustee of the Plan, in order to provide plan participants with procedural instructions regarding directing the trustee’s voting of shares held in the Plan.

MATERIALS FROM SAVE FARMER BROS.

To: Participants in the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, held in the Farmer Bros. Co. Employee Stock Ownership Trust (the “Plan”)

Re: The 2016 Annual Meeting of Stockholders of Farmer Bros. Co.

GreatBanc Trust Company serves as trustee under the Farmer Bros. Co. Employee Stock Ownership Trust (the “Trust”). As a participant in and a named fiduciary (i.e., the responsible party identified in the voting section of the Plan and the Trust) under the Plan, you have the right to direct GreatBanc Trust Company, as trustee, how to vote the shares of Farmer Bros. Co. common stock allocated to your Plan account. The Plan and Trust provide that the trustee will vote the shares for which voting instructions have not been received, as well as any unallocated shares, in the trustee’s sole discretion, which is a change from previous years.

The 2016 Annual Meeting of Stockholders of Farmer Bros. Co. (the “Company” or “Farmer Bros.”) will be held on December 8, 2016. The Carol L. Waite Trust, together with certain other individuals who joined the Carol L. Waite Trust in its solicitation (collectively, “Save Farmer Bros.”) has prepared a solicitation of Company stockholders regarding the following purposes:

1. To elect Save Farmer Bros.’s three (3) nominees, Tom Mortensen, John Samore, Jr., and Jennifer Gonzalez-Yousef (each a “Nominee” and, collectively, the “Nominees”), to the Board as Class I directors to serve for three-years’ terms of office expiring at the Company’s 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017;

3. To hold an advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers; and

4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Enclosed please find materials including the Proxy Statement prepared by Save Farmer Bros. Please review these materials carefully before completing a voting instruction form, either WHITE or GOLD as explained below. You will not be entitled to vote the Farmer Bros. shares allocated to your Plan account in person at the 2016 Annual Meeting of Stockholders and must return either a WHITE or GOLD form if you wish to vote your Plan shares.

If you wish to vote the shares allocated to your Plan account in favor of Save Farmer Bros.’ nominees, you must complete, sign, date and return the enclosed WHITE voting instruction form or submit your voting instructions by telephone or Internet in accordance with the instructions set forth in the enclosed WHITE voting instruction form. If you wish to vote the shares allocated to your Plan account in favor of the Farmer Bros.’ nominees, you must complete the GOLD voting instruction form that will be sent to you under separate cover.

Field: Page; Sequence: 3

Field: /Page

Please note that a separate solicitation of stockholders (the “Farmer Bros. Solicitation”) has been prepared by the Company. The undersigned trustee under separate cover will be sending you information regarding the Farmer Bros. Solicitation, including a Proxy Statement prepared by the Company. The Company has submitted a separate slate of three nominees to serve as directors of Farmer Bros. In order to instruct the trustee to vote for the Nominees, you must follow the instructions set forth in the enclosed WHITE voting instruction form. In order to vote for the Farmer Bros. nominees, you must follow the instructions set forth in the GOLD voting instruction form that will be sent to you under separate cover. It is important that you understand that the latest dated voting instruction form received by the trustee will be the instruction form used by the trustee to vote the Company shares allocated to your account under the Plan.

The number of shares of Farmer Bros. Co. that you are eligible to vote is based on the balance of your Plan account on October 17, 2016, the record date for the determination of stockholders eligible to vote. Your instructions are confidential, will not be shared with the Company or any of its employees, directors, executives or representatives, or any member of Save Farmer Bros., and will be known only by GreatBanc Trust Company or its independent tabulation agent. We encourage you to exercise your voting rights under the Plan. Please review the enclosed documents carefully before deciding how to vote the shares of Farmer Bros. Co. allocated to your Plan account.

Please mark, sign and date the enclosed WHITE voting instruction form or the GOLD voting instruction form sent to you under separate cover in accordance with the instructions therein, and return it to our independent tabulation agent in the enclosed envelope or submit your voting instructions by telephone or Internet in accordance with the instructions set forth in the enclosed WHITE voting instruction form or GOLD voting instruction form that will be sent to you under separate cover. We cannot give assurance that voting instruction forms received later than 5:00 p.m., Eastern Standard Time, on December 5, 2016 will be honored.

If you do not timely return either a WHITE or a GOLD voting instruction form or submit your voting instructions by telephone or Internet in accordance with the instructions set forth in the enclosed WHITE voting instruction form or GOLD voting instruction form, then the shares held in your Plan account will be voted by the trustee in its sole discretion

Your voting instruction form will be kept strictly confidential.

Very truly yours,

GREATBANC TRUST COMPANY AS TRUSTEE OF THE FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP TRUST