Save Farmer Bros. Issues Statement In Response To Farmer Bros.' Manipulation Of The Employee Stock Ownership Plan (ESOP) Voting And Apparent Disenfranchisement Of Employees
Has Discovered That the Farmer Bros. ESOP Trustee Has Already Directed the Voting of All Employee Shares Under the ESOP, Representing Approximately 11.3% of the Outstanding Shares, in Support of Management Four Weeks Ahead of the 2016 Annual Meeting
FORT WORTH, Texas, Nov. 11, 2016 /PRNewswire/ -- Save Farmer Bros. issued a statement today commenting on a development with the Farmer Bros. Co. (NASDAQ:FARM) ("Farmer Bros." or the "Company") Amended and Restated Employee Stock Ownership Plan (the "ESOP"). Save Farmer Bros. was shocked to learn that the entire ESOP voting position, representing approximately 11.3% of the Company's outstanding shares, has already been voted in favor of management and the incumbent slate through the Broadridge voting platform, according to information obtained by its proxy solicitor. Save Farmer Bros. noted, "The Board of Directors of Farmer Bros. (the 'Board') never ceases to amaze us in terms of the lengths that it will go to manipulate the corporate machinery to entrench itself and management in this election contest. It was extremely brazen of the Board to unilaterally amend the ESOP voting last month in response to our proxy contest in such a way as to give the ESOP trustee, GreatBanc Trust Company, the ability to vote how it sees fit with respect to unallocated shares and shares for which the trustee receives no voting directions. Prior to this amendment, ' shares that had not been allocated to participant accounts and shares that had been allocated, but for which ESOP participants did not provide voting direction, were voted in proportion to the allocated shares for which the trustee received voting directions.' The Board's intentions with regard to the ESOP amendment are highly transparent when you consider that they chose to disclose this questionable amendment to the ESOP at the end of the Friday before the Columbus Day long weekend. If their action to amend the ESOP voting was made in good faith or had any legitimate purpose other than to protect their own positions, then why would they try their hardest to have it slip under everyone's radar?" Save Farmer Bros. went on to state, "Our suspicions that the Board is seeking to manipulate the ESOP voting for its own selfish entrenchment purposes were confirmed yesterday when we were informed by our proxy solicitor that the entirety of the ESOP voting position, representing approximately 11.3% of the Company's outstanding shares, has already been voted in favor of the current Board's director slate four weeks ahead of the 2016 Annual Meeting. Employees and shareholders alike should be outraged. This represents employee shareholder disenfranchisement at its very core."