0000034563 false FARMER BROTHERS CO 0000034563 2023-08-03 2023-08-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 3, 2023

 

Farmer Bros. Co.

(Exact Name of Registrant as Specified in Charter)

  

Delaware   001-34249   95-0725980
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

  

1912 Farmer Brothers Drive, Northlake, Texas   76262
(Address of Principal Executive Offices)   (Zip Code)

 

682 549-6600

(Registrant’s Telephone Number, Including Area Code)

 

None

(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:

  

¨ 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))

  

Securities registered pursuant to Section 12(b) of the Act:

  

Title of Each Class   Trading Symbol(s)   Name of Each Exchange
on Which Registered
Common Stock, $1.00 par value   FARM   Nasdaq Global Select Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On August 3, 2023, Farmer Bros. Co., a Delaware corporation (the “Company”) and Scott Drake, the Company’s Chief Financial Officer, agreed that Mr. Drake’s employment with the Company will be terminated, without cause, effective October 1, 2023. Mr. Drake's departure is not connected to any concerns related to the Company's fiscal 2023 financial results, which will be reported as planned in September 2023. Mr. Drake will receive the previously negotiated severance payments and benefits set forth in his Amended and Restated Severance Agreement with the Company, dated June 30, 2023, which is described in the Company’s Current Report on Form 8-K filed on July 6, 2023.

 

Forward Looking Statements

 

The Company may from time to time make written or oral “forward-looking statements”, including statements contained in this Current Report on Form 8-K and in the Company’s other filings with the Securities and Exchange Commission. These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company’s control. The words “may”, “could”, “should”, “will”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, and similar expressions are intended to identify forward-looking statements. All such statements are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company, except as may be required by applicable law or regulations.

 

 

 

 

SIGNATURE

 

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.

 

Dated: August 7, 2023

 

  FARMER BROS. CO.
   
   
  By: /s/ Deverl Maserang
    Deverl Maserang
    President and Chief Executive Officer