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): July 17, 2019
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.)
 
 
 
 
 
 
1912 Farmer Brothers Drive, Northlake, Texas 76262
 
(Address of Principal Executive Offices)
 
 
 
888-998-2468
 
(Registrant’s Telephone Number, Including Area Code)
 
 
 
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, $1.00 par value
 
FARM
The NASDAQ Global Select Market
 
 
 
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))

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.

(a)     On July 17, 2018, by mutual agreement with Farmer Bros. Co., a Delaware corporation (the "Company"), Tom Mattei voluntarily resigned from his position as Chief Legal Counsel of the Company, effective as of July 19, 2019, to pursue other opportunities. In connection with his resignation, the Company and Mr. Mattei entered into a Separation and Release Agreement (the “Separation Agreement”) regarding the resignation for good reason. Subject to the terms of the Separation Agreement, including effectiveness of a general release of claims against the Company, Mr. Mattei will be entitled to receive twelve months of severance pay, partial reimbursement for COBRA coverage up to six months, and assistance with job placement. The foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits







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.

Dated:     July 22, 2019

 
FARMER BROS. CO.
 
 
 
By:
/s/ David G. Robson.
 
 
David G Robson
 
Treasurer and Chief Financial Officer
 
 








EXHIBIT INDEX

Exhibit No.
Description
10.1
Separation and Release Agreement by and between Tom Mattei and Farmer Bros. Co. dated July 19, 2019
 
 



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