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0000034563
FARMER BROTHERS CO
0000034563
2025-08-12
2025-08-12
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 12, 2025
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.) |
| 14501 N Fwy, Fort Worth, Texas 76177 |
| (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.
Second Amended and Restated Severance Agreements
On August 12, 2025, Farmer Bros. Co. (the “Company”) entered
into a second amended and restated severance agreement (collectively, the “A&R Severance Agreements”) with
each of John Moore, President and Chief Executive Officer, Vance Fisher, Chief Financial Officer, and Jared Vitemb, Vice President, General
Counsel, Chief Compliance Officer and Secretary (collectively, the “Executives”). The A&R Severance Agreements amend and
restate the amended and restated severance agreements (the “Prior Severance Agreements”) that the Company previously entered
into with the Executives to: (1) revise the definition of Good Reason to provide that a material reduction in an Executive’s base
salary would constitute Good Reason except for a reduction that occurred at any time other than the one-year period after a change in
control (the “Change in Control Period”) and that was applicable to all executives or employees of the Company and (2) provide
that if a qualifying termination occurred during the Change in Control Period that the Executive would receive two times the Executive’s
annual target short-term incentive plan (“STIP”) payment for the year of the qualifying termination instead of a prorated
portion of the STIP award.
With the exception of the amendments described above, the terms of
the A&R Severance Agreements remained the same as the Prior Severance Agreements. For additional information regarding the terms of
the A&R Severance Agreements, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on July 6, 2023.
Bonus Pool Agreements
On August 12, 2025, the Company entered into Bonus Opportunities Letter
Agreements with each of the Executives whereby (1) Mr. Moore, Mr. Fisher and Mr. Vitemb are eligible to receive $400,000, $350,000 and
$200,000, respectively (the “Bonus Allocations”) if the Company closes a change in control transaction (the “Performance
Target”) by January 1, 2026, (2) if the Performance Target is not met by January 1, 2026, the Bonus Allocations will be reduced
in half and distributed to the Executives on the first payroll date after January 1, 2026 and (3) if the Performance Target is not met
by January 1, 2026, the Compensation Committee of the Board of Directors of the Company will grant Mr. Moore $300,000 of performance-based
restricted stock units (“PBRSUs”), Mr. Fisher $75,000 of PBRSUs and Mr. Vitemb $37,500 of PBRSUs, subject to the determination
of the performance period and performance goals, on January 2, 2026.
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.
Date: August 14, 2025
| |
FARMER BROS. CO. |
| |
|
| |
By: |
/s/ Jared Vitemb |
| |
|
Jared Vitemb
VP, General Counsel, Secretary and Chief Compliance Officer |
