Date of Report (Date of Earliest Event Reported): May 22, 2024

Farmer Bros. Co.

 (Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1912 Farmer Brothers Drive, Northlake, Texas

(Address of Principal Executive Office)

(Zip Code)

(615) 549-6600
(Registrant’s Telephone Number, Including Area Code)

(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
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 May 22, 2024, Farmer Bros. Co. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Vance Fisher, 55, as Chief Financial Officer of the Company, effective June 10, 2024. From 2022 to 2024, Mr. Fisher provided financial consulting services to various businesses, primarily in the food and beverage sector. Previously, Mr. Fisher served as the Chief Financial Officer of NBC Holdings, LLC from 2019 to 2022. Prior to NBC Holdings, LLC, Mr. Fisher served as the Chief Financial Officer of Dunn’s River Brands Group, Inc. from 2018 to 2019. Mr. Fisher has also previously served as Chief Financial Officer for Tatum, LLC, from 2016 to 2018, and Daisy Brand, LLC, from 2007 to 2016. Mr. Fisher holds a Bachelors of Accountancy and a Bachelor of Business Administration in Corporate Finance from the University of Oklahoma.
In connection with Mr. Fisher’s appointment as Chief Financial Officer, the Company and Mr. Fisher entered into an offer letter, dated May 8, 2024 (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Fisher will (i) receive an annual base salary of $400,000; (ii) be eligible to receive a short-term cash incentive opportunity of up to 60% of his annual base salary; and (iii) will be eligible for (a) a time-based restricted stock unit (“RSU”) grant valued at $250,000.00 and (b) a performance-based restricted stock unit (“PBRSU”) grant valued at $300,000.00, in each case, to be effective as of July 1, 2024 (the “Grant Date”), and with the number of RSUs or PBRSUs, as applicable, subject to the applicable award to be determined by dividing the value of the applicable award by the closing stock price on the Grant Date. The RSUs will vest ratably over a three-year period, subject to Mr. Fisher’s continued employment through the applicable vesting date. The PBRSUs will vest in full, if at all, on either: (1) the date on which the volume-weighted average price per share of the Company’s common stock reaches at least $6.00 per share over the preceding 90 consecutive trading days (the “share price target”) or (2) a change in control, as defined in the Company’s 2017 Long-Term Incentive Plan (the “2017 Plan”), that implies a value of at least $6.00 per share for the Company’s common stock.  The PBRSUs will expire on the third anniversary of the Grant Date, if the share price target is not achieved, or if a change in control has not occurred, on or prior to such expiration date. The RSU and PBRSU awards will be granted pursuant to the 2017 Plan or the Company’s 2020 Inducement Incentive Award Plan.
 Mr. Fisher will also be eligible to receive additional grants on an annual basis under the Company’s long-term incentive program, subject to annual approval by the Board’s compensation committee. Mr. Fisher will also be eligible to participate in the Company’s employee benefit plans available to its employees, subject to the terms of those plans. Additionally, Mr. Fisher and the Company will enter into the Company’s form severance and indemnification agreements.
There are no family relationships between Mr. Fisher and any director or executive officer of the Company, and the Company is not aware of any transactions with Mr. Fisher that are reportable pursuant to Item 404(a) of Regulation S-K.
Item 7.01.
Regulation FD Disclosure.
The press release announcing the appointment of Mr. Fisher as Chief Financial Officer is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the 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 incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.

Press release issued by the Company on May 22, 2024.
Cover Page Interactive Data File (embedded within Inline XBRL document).

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: May 22, 2024


/s/ Jared Vitemb

Jared Vitemb

VP, General Counsel, Secretary and Chief Compliance Officer

Exhibit 99.1

Farmer Brothers Names Vance Fisher Chief Financial Officer
NORTHLAKE, Texas, May 22, 2024 – Farmer Brothers (NASDAQ: FARM) a leading roaster, wholesaler, and distributor of coffee, tea and allied products, announced today it has appointed Vance Fisher as chief financial officer. Brad Bollner, who has served as the company’s interim CFO since August 2023, will remain with the company as its vice president of finance.

“Vance is an experienced CFO with a proven track record of helping organizations grow revenue and EBITDA,” said Chief Executive Officer John Moore. “We are excited to have him join our leadership team as we continue to unlock the full potential of our direct store delivery (DSD) network and drive strategic, long-term growth. We are also especially appreciative of Brad’s diligence and contributions throughout our recent transition.”

Mr. Fisher, who has more than 25 years of financial leadership experience, most recently served as CFO of Nothing Bundt Cakes, where he helped triple the company’s EBITDA in as many years. He has also previously served as CFO of Dunn’s River Brands, a DSD food and beverage company, and Daisy Brand, where he helped drive revenue and profitability growth by four-fold during his nine-year tenure. Mr. Fisher holds bachelor’s degrees in both accounting and finance from the University of Oklahoma.

“Farmer Brothers has long been regarded as an industry leader and expert in coffee and I am excited to be joining the company at such a pivotal time as it refocuses on its DSD business,” said Mr. Fisher. “I look forward to working with John and team to build on recent success as the company focuses on further improving our cost structure, generating revenue and driving top line growth.”

About Farmer Brothers
Founded in 1912, Farmer Brothers 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 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.

Investor relations contact
Media contact
Brandi Wessel
Director of Communications

Document and Entity Information
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 22, 2024
Entity File Number 001-34249
Entity Registrant Name FARMER BROTHERS CO
Entity Central Index Key 0000034563
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 95-0725980
Entity Address, Address Line One 1912 Farmer Brothers Drive
Entity Address, City or Town Northlake
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76262
City Area Code 615
Local Phone Number 549-6600
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol FARM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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