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 21, 2020
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) (Zip Code)
 
 
 
888-998-2468
 
(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
 
 
 
None
 
(Former Address, if Changed Since Last Report)
 

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
(b) On January 21, 2020, Hamideh Assadi notified Farmer Bros. Co. (the "Company") that she is resigning from the Company's Board of Directors (the "Board"), as well as from the Audit Committee, effective immediately. Ms. Assadi’s decision to resign is not the result of any disagreement with the Company or its management with respect to any matter relating to the Company's operations, policies or practices.
 
Following Ms. Assadi’s resignation, on January 22, 2020, the Board voted to reduce the size of the Board from eight directors to seven directors.

Item 7.01. Regulation FD Disclosure

On January 23, 2020, the Company issued a press release announcing Christopher P. Mottern's appointment as Chairman of the Board described under Item 8.01 below and Ms. Assadi's resignation from the Company's Board as discussed under Item 5.02 above, a copy of which is attached hereto as Exhibit 99.1.

As provided in General Instruction B.2. of Form 8-K, the information and exhibit furnished pursuant to Item 7.01 of this report are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing."

Item 8.01. Other

Appointment of Chairman of the Board

On January 22, 2020, the Board appointed Christopher P. Mottern as Chairman of the Board, effective immediately, replacing Randy E. Clark, who will continue to serve on the Board.

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:    January 23, 2020
 
FARMER BROS. CO.
 
 
 
 
 
By:
/s/ Scott Lyon
 
 
Scott Lyon
 
 
Corporate Controller
(interim principal financial and accounting officer)

 
 
 













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