Farmer Bros. Co. (NASDAQ: FARM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 6, 2018, Farmer Bros. Co., a Delaware corporation (the “Company”), held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the stockholders of the Company: (i) elected Randy E. Clark and Stacy Loretz-Congdon to serve as Class III directors of the Company for a three-year term of office expiring at the 2021 Annual Meeting of Stockholders and until their successors are elected and duly qualified; (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iv) approved the Company’s forum selection by-law to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes. There were 16,977,701 shares of Common Stock, $1.00 par value (“Common Stock”), entitled to 16,977,701 votes, and 14,700 shares of Series A Convertible Participating Cumulative Perpetual Preferred Stock, $1.00 par value (“Series A Preferred Stock”), entitled to 397,215 votes, for a total of 17,374,916 votes, outstanding and entitled to vote at the Annual Meeting, and a total of 16,223,108 votes (93.37%) were represented at the Annual Meeting.

Set forth below, with respect to each such proposal, are the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes.

Proposal No. 1 – To elect two Class III directors for a three-year term expiring at the 2021 Annual Meeting of Stockholders:

Proposal No. 2 – Ratification of selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019:

Proposal No. 3 – Non-binding, advisory vote to approve compensation paid to the Company’s named executive officers:

Proposal No. 4 – Approval of the Company’s forum selection by-law to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes:

Item 8.01. Other Events.

Equity Awards to Non-Employee Directors

On December 7, 2018, the Board of Directors (the “Board”), in accordance with the Company’s non-employee director compensation program, granted to each of the Company’s non-employee directors, 2,711 shares of restricted stock based on the closing price of the Common Stock as reported on the NASDAQ Global Select Market on December 7, 2018, the date of grant, under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the “2017 Plan”). The Board members who received this award were: Allison M. Boersma, Randy E. Clark, Stacy Loretz-Congdon, Charles F. Marcy, Christopher P. Mottern, and David W. Ritterbush. The shares of restricted stock were granted under the 2017 Plan to the Company's form of Restricted Stock Grant Agreement filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2017 and incorporated herein by reference.

Chairman of the Board and Committee Appointments

On December 7, 2018, the Board appointed Randy E. Clark as Chairman of the Board, and appointed the following directors to its committees: