Farmer Bros. (FARM) investors back Royal Cup acquisition and exec pay plan

Rhea-AI Filing Summary

Farmer Bros. Co. stockholders approved the Agreement and Plan of Merger under which the company will be acquired by Royal Cup, Inc. and become its wholly owned subsidiary. At the special meeting, 13,931,965 votes were cast in favor of the merger and 1,922,713 against, with 174,645 abstentions.

As of the March 19, 2026 record date, 21,944,882 common shares were outstanding and entitled to vote. Stockholders also approved, on a non-binding advisory basis, the potential compensation payable to named executive officers in connection with the merger, and approved a proposal allowing adjournment of the meeting if additional proxy solicitation had been needed.

Insights

M&A and corporate actions analyst

Farmer Bros. investors cleared all stockholder approvals needed for the Royal Cup acquisition.

The special meeting results show strong support for the Royal Cup transaction. The merger proposal received 13,931,965 votes for versus 1,922,713 against, with no broker non-votes, indicating a clear majority of shares represented backed the deal under the disclosed terms.

Shareholders also backed, on a non-binding basis, potential merger-related compensation for named executive officers and approved an adjournment option that ultimately was not used. With these votes completed, the acquisition’s remaining steps depend on conditions outside this meeting, so future company communications will clarify closing timing and any remaining regulatory or contractual milestones.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 21,944,882 shares Merger proposal votes for: 13,931,965 votes Merger proposal votes against: 1,922,713 votes +4 more

7 metrics

Shares entitled to vote 21,944,882 shares Common stock outstanding as of March 19, 2026 record date

Merger proposal votes for 13,931,965 votes Proposal No. 1 – Merger with Royal Cup, Inc.

Merger proposal votes against 1,922,713 votes Proposal No. 1 – Merger with Royal Cup, Inc.

Advisory compensation votes for 10,568,703 votes Proposal No. 2 – non-binding executive compensation related to merger

Advisory compensation votes against 4,098,960 votes Proposal No. 2 – non-binding executive compensation related to merger

Adjournment proposal votes for 13,698,466 votes Proposal No. 3 – approval to adjourn special meeting if needed

Adjournment proposal votes against 2,169,398 votes Proposal No. 3 – approval to adjourn special meeting if needed

Key Terms

Agreement and Plan of Merger, special meeting, non-binding, advisory basis, Broker Non-Votes, +1 more

5 terms

Agreement and Plan of Merger regulatory

"The proposal to adopt the Agreement and Plan of Merger, dated as of March 3, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

special meeting regulatory

"A special meeting (the “Special Meeting”) of the stockholders of Farmer Bros. Co."

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

non-binding, advisory basis regulatory

"The proposal to approve, on a non-binding, advisory basis, certain compensation"

Broker Non-Votes regulatory

"Votes For ... Votes Against ... Abstentions ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

adjournments of the Special Meeting regulatory

"The proposal to approve one or more adjournments of the Special Meeting to a later date or dates"

Understanding 8-K Material Events →

false 0000034563 FARMER BROTHERS CO 0000034563 2026-05-01 2026-05-01 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): May 1, 2026

FARMER BROS. CO.

(Exact name of registrant as specified in its charter)

Delaware		001-34249		95-0725980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14501 N. Fwy
Fort Worth, Texas 76177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (682) 549-6600

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		Name of each exchange on which registered
Common Stock, par value $1.00 per share		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 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting (the “Special Meeting”) of the stockholders of Farmer Bros. Co., a Delaware corporation (the “Company”), was held at 11:00 a.m. Central Time, on May 1, 2026, to consider and vote upon the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026 as supplemented on April 21, 2026 and April 24, 2026 (as supplemented, the “Proxy Statement”). As disclosed in the Proxy Statement, as of the close of business on March 19, 2026, the record date for the Special Meeting, there were 21,944,882 shares of the Company’s common stock, par value $1.00 per share, outstanding and entitled to vote at the Special Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting, each of which is described in detail in the Proxy Statement, are as follows:

Proposal No. 1: Merger Proposal. The proposal to adopt the Agreement and Plan of Merger, dated as of March 3, 2026 (the “Merger Agreement”), by and among the Company, Royal Cup, Inc. (“Royal Cup”), and BP I Brew Merger Sub Inc., pursuant to which the Company would be acquired by way of a merger and become a wholly-owned subsidiary of Royal Cup (the “Merger”), was approved. The results of the vote were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	13,931,965				1,922,713				174,645				0

Proposal No. 2: Advisory Compensation Proposal. The proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, was approved. The results of the vote were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	10,568,703				4,098,960				1,361,660				0

Proposal No. 3: Adjournment Proposal. The proposal to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was approved. The results of the vote were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	13,698,466				2,169,398				161,459				0

Although Proposal 3 was approved, adjournment of the Special Meeting was not necessary or appropriate because the Company’s stockholders approved Proposal No. 1 to adopt the Merger Agreement.

2

SIGNATURES

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.

	FARMER BROS. CO.
	By:	/s/ Jared Vitemb
	Name:	Jared Vitemb
	Title:	Vice President, General Counsel, Chief Compliance Officer and Secretary
Date: May 1, 2026

FAQ

What did Farmer Bros. Co. (FARM) stockholders approve at the special meeting?

Stockholders approved the Agreement and Plan of Merger for Farmer Bros. Co. to be acquired by Royal Cup, Inc. They also approved an advisory vote on potential executive compensation tied to the merger and an adjournment proposal that ultimately was not used.

How strong was support for the Farmer Bros. (FARM) merger with Royal Cup?

Support was substantial, with 13,931,965 votes for, 1,922,713 against, and 174,645 abstentions on the merger proposal. There were no broker non-votes, indicating that the backing reflected a decisive majority of the shares present and entitled to vote.

How many Farmer Bros. (FARM) shares were entitled to vote at the special meeting?

As of the March 19, 2026 record date, 21,944,882 shares of Farmer Bros. Co. common stock were outstanding and entitled to vote. These shares formed the eligible base for the merger, advisory compensation, and adjournment proposals considered at the special meeting.

What happened with the advisory compensation proposal for Farmer Bros. (FARM) executives?

Stockholders approved, on a non-binding advisory basis, compensation that may be paid to named executive officers in connection with the merger. The vote totals were 10,568,703 for, 4,098,960 against, and 1,361,660 abstentions, providing company leaders with feedback on the planned payouts.

Was the adjournment proposal used at the Farmer Bros. (FARM) special meeting?

The adjournment proposal was approved with 13,698,466 votes for, 2,169,398 against, and 161,459 abstentions, but it was not exercised. Because stockholders had already approved the merger agreement, an adjournment to solicit additional proxies was unnecessary.

What does the approved merger mean for Farmer Bros. (FARM) corporate structure?

Upon completion of the transaction under the Merger Agreement, Farmer Bros. Co. will be acquired by Royal Cup, Inc. and become its wholly owned subsidiary. This means Farmer Bros. will no longer operate as an independent public company once the merger closes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB