エドガーで原本を確認する
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): January 13, 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 | 76262 | |
| (Address of Principal Executive Office) | (Zip Code) |
(615) 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 January 13, 2025, Farmer Bros. Co., a Delaware corporation (the “Company”), announced that Thomas E. Bauer, the Company’s current Vice President, Chief Commercial Officer, has been appointed as Vice President, Chief Field Operations Officer of the Company, effective immediately. Information about Mr. Bauer’s biographical and business experience is available under the heading “Executive Officers” in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 23, 2024, and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On January 13, 2025, the Company issued a press release announcing Mr. Bauer’s appointment as Vice President, Chief Field Operations Officer of the Company, as well as the appointment of Brian Miller as the Company’s new Vice President of Sales. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed to be “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any previous or future filings by the Company under the Exchange Act or the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Farmer Bros. Co. dated January 13, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
Dated: January 13, 2025
| FARMER BROS. CO. | ||
| By: | /s/ Jared Vitemb | |
| Name: | Jared Vitemb | |
| Title: | VP, General Counsel, Secretary and Chief Compliance Officer | |
Exhibit 99.1
Farmer Brothers Names Brian Miller Vice President of Sales
Fort Worth, Texas, Jan. 13, 2025 – Farmer Bros. Co. (NASDAQ: FARM), a leading roaster, wholesaler and distributor of coffee, tea and allied products, announced today it has appointed Brian Miller as vice president of sales. Mr. Miller has more than 25 years of experience leading teams in the consumer product industry. Tom Bauer, who has previously served as vice president and chief commercial officer, will now serve as vice president and chief field operations officer where he will lead its DSD, logistics, planning and procurement operations.
“Brian is a proven leader with a long history of creating high-performing sales teams, particularly within the coffee and beverage industry,” said Farmer Brothers Chief Executive Officer and President John Moore. “We are excited to have him join the team and look forward to working with him as we remain committed to driving top-line growth and further enhancing our customer base to create sustainable long-term profitability at Farmer Brothers.”
Mr. Miller, who most recently served as a vice president at Custom Ink, one of the largest custom apparel companies in the U.S., has a proven track record of developing and implementing successful, growth-oriented go-to-market strategies and driving operational efficiency across sales organizations. Prior to Custom Ink, Mr. Miller served as the chief commercial officer at Primo Water (formerly DS Services and Standard Coffee), as well as the regional president and general manager at Mars Drinks North America. Mr. Miller holds a bachelor’s degree in marketing from Oswego State University.
“I’ve spent a lot of my career in the coffee and beverage sector and have long admired Farmer Brothers for its comprehensive product line and industry-leading customer service. I am excited to get back to an industry I’ve always been passionate about and look forward to working with John and the team to build on the positive momentum Farmer Brothers has created over the last several quarters,” said Mr. Miller.
About Farmer Brothers
Founded in 1912, Farmer Brothers Coffee Co. is a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. The company’s product lines include organic, Direct Trade and sustainably produced coffee, as well as tea, cappuccino mixes, spices and baking/biscuit mixes.
Farmer Brothers Coffee Co. delivers extensive beverage planning services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers, such as restaurant, department and convenience store chains, hotels, casinos, healthcare facilities and gourmet coffee houses, as well as grocery chains with private brand coffee and consumer branded coffee and tea products and foodservice distributors. The company’s primary brands include Farmer Brothers, Boyd’s, Cain’s, China Mist and West Coast Coffee. Learn more at farmerbros.com.
Investor relations contact
Ellipsis
Investor.relations@farmerbros.com
646-776-0886
Media contact
Brandi Wessel
Director of Communications
405-885-5176
bwessel@farmerbros.com