Farmer Bros. Co. (NASDAQ:FARM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Stockholders (the Special Meeting) on June 20, 2017. At the
Special Meeting, the Companys stockholders approved the Companys
2017 Long-Term Incentive Plan (the 2017 Plan). The 2017 Plan was
adopted by the Companys board of directors (the Board) on April
18, 2017, and became effective on the date the 2017 Plan was
approved by the Companys stockholders on June 20, 2017 (the
Effective Date).
incentive stock options and non-qualified stock options), stock
appreciation rights, restricted stock, restricted stock units,
dividend equivalents, performance shares and other stock- or
cash-based awards to eligible participants. The 2017 Plan also
authorizes the grant of awards that are intended to qualify as
qualified performance-based compensation within the meaning of
Section 162(m) of the Internal Revenue Code (the Code).
Non-employee directors of the Company and employees of the
Company or any of its subsidiaries are eligible to receive awards
under the 2017 Plan. The 2017 Plan authorizes the issuance of (i)
900,000 shares of common stock plus (ii) the number of shares of
common stock subject to awards under the Companys Amended and
Restated 2007 Long-Term Incentive Plan and the Companys 2007
Omnibus Plan, in each case, that are outstanding as of the
Effective Date and that expire or are forfeited, cancelled or
similarly lapse following the Effective Date. Subject to certain
limitations, shares of common stock covered by awards granted
under the 2017 Plan that are forfeited, expire or lapse, or are
repurchased for or paid in cash, may be used again for new grants
under the 2017 Plan.
authorized but unissued shares, shares purchased on the open
market or treasury shares. In no event will more than 900,000
shares of common stock be issuable to the exercise of incentive
stock options under the 2017 Plan.
committee or subcommittee, as may be determined by the Board from
time to time (subject to limitations that may be imposed under
Section 162(m) of the Code, Section 16 of the Securities Exchange
Act of 1934, as amended, and/or stock exchange rules, as
applicable). The administrator of the 2017 Plan (the
Administrator) or its delegatee will have the authority to
determine which eligible persons receive awards and to set the
terms and conditions applicable to awards within the confines of
the 2017 Plans terms. The Administrator will have the authority
to make all determinations and interpretations under, and adopt
rules and guidelines for the administration of, the 2017 Plan. In
addition, the Administrator (which, for purposes of any such
awards will be a Board committee comprised solely of two or more
directors, each of whom is intended to be an outside director
within the meaning of Section 162(m) of the Code) will determine
whether specific awards are intended to constitute qualified
performance-based compensation, within the meaning of Section
162(m) of the Code.
be granted to any individual participant. The maximum aggregate
number of shares of common stock with respect to all stock
options and stock appreciation rights that may be granted to any
one person during any calendar year is 250,000 shares. The
maximum number of shares of common stock with respect to all
awards of restricted stock, restricted stock units, performance
shares and other stock- or cash-based awards that are intended to
qualify as qualified performance-based compensation within the
meaning of Section 162(m) of the Code that may be granted to any
one person during any calendar year is 250,000 shares. The
maximum aggregate amount that may become payable to all
performance bonus awards that may be granted to any one person
during any calendar year is $5,000,000. The sum of the maximum
amount that may become payable to all cash-based awards granted
under the 2017 Plan and the aggregate grant date fair value of
all equity-based awards granted under the 2017 Plan, in each
case, to any non-employee director during any calendar year for
services as a member of the Board may not exceed $300,000.
limited exceptions, that awards made under the 2017 Plan may not
vest earlier than the date that is one year following the grant
date of the award. The 2017 Plan also contains provisions with
respect to payment of exercise or purchase prices, vesting and
expiration of awards, adjustments and treatment of awards upon
certain corporate transactions, including stock splits,
recapitalizations and mergers, transferability of awards and tax
withholding requirements.
time, subject to certain limitations requiring stockholder
consent or the consent of the applicable participant. In
addition, the Administrator may not, without the approval of the
Companys stockholders, authorize certain re-pricings of any
outstanding stock options or stock appreciation rights granted
under the 2017 Plan. The 2017 Plan will expire on June 20, 2027.
section entitled Proposal No. 2 – Approval of the Companys 2017
Long-Term Incentive Plan in the Companys Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on May 16, 2017. The foregoing description of the 2017
Plan does not purport to be complete and is qualified in its
entirety by reference to the complete text of the 2017 Plan,
which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
the Company: (i) approved an amendment to the Companys
Certificate of Incorporation to increase the maximum number of
members that may constitute the Board from seven members to nine
members by the affirmative vote of a majority of the outstanding
shares of common stock; and (ii) approved the 2017 Plan by the
affirmative vote of a majority of the shares present or
represented by proxy at the Special Meeting and entitled to vote
thereat. There were 16,844,626 shares of common stock entitled to
vote at the Special Meeting and a total of 12,695,591 shares of
common stock (75.4%) were represented at the Special Meeting.
number of votes cast for or against, and the number of
abstentions and broker non-votes.
Certificate of Incorporation to increase the maximum number of
members that may constitute the Board of Directors from seven
members to nine members:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
10,249,393
|
2,437,640
|
8,558
|
Incentive Plan:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
9,934,675
|
2,725,477
|
35,439
|
|
Exhibit No.
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Description
|
|
|
3.1
|
Certificate of Incorporation of Farmer Bros. Co.
|
|
|
3.2
|
Certificate of Amendment to the Certificate of
Incorporation of Farmer Bros. Co. |
|
|
10.1
|
Farmer Bros. Co. 2017 Long-Term Incentive Plan
|
FARMER BROTHERS CO ExhibitEX-3.1 2 ex31-farmxcertificateofinc.htm EXHIBIT 3.1 CERTIFICATE OF INCORPORATION Exhibit Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 05: 40 PM 02/17/2004 FILED 05: 40 PM 02/17/2004 SRV 040110672 – 3742785 FILECERTIFICATE OF INCORPORATION OF FARMER BROS. CO.FIRST: The name of the Corporation is Farmer Bros. Co. (the “Corporation”).SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road,…To view the full exhibit click here About Farmer Bros. Co. (NASDAQ:FARM)
Farmer Bros. Co. is a national coffee roaster, wholesaler and distributor of coffee, tea and culinary products. The Company offers private brand and consumer-branded coffee products to small independent restaurants and foodservice operators, and institutional buyers. Its product line includes organic, Direct Trade, Direct Trade Verified Sustainable (DTVS) coffees and other coffees, iced and hot teas, cappuccino, spices, and baking/biscuit mixes. Its primary brands include Farmer Brothers, Artisan Collection by Farmer Brothers, Superior and Metropolitan. Its Artisan coffee products include Direct Trade, Fair Trade Certified, Rainforest Alliance Certified organic blends. It sells whole bean and roast and ground flavored and unflavored coffee products under the Un Momento, Collaborative Coffee, Cain’s and McGarvey brands at retail. Its roast and ground coffee products are sold in traditional packaging, including bags and fractional packages, as well as single-serve packaging. Farmer Bros. Co. (NASDAQ:FARM) Recent Trading Information
Farmer Bros. Co. (NASDAQ:FARM) closed its last trading session up +0.70 at 30.75 with 369,009 shares trading hands.
