Believes Proposed Increase is Contrary to Best Interests of Stockholders and Intends to Vote AGAINST Proposal 3 at Upcoming Annual Meeting
Believes Fellow Stockholders Should Vote AGAINST Proposal 3
HOUSTON, Nov. 15, 2021 (GLOBE NEWSWIRE) -- JCP Investment Management, LLC (together with its affiliates, “JCP” or “we”), a significant stockholder of Farmer Bros. Co. (“Farmer Bros.” or the “Company”) (NASDAQ:FARM), with ownership of approximately 4.3% of the Company’s outstanding shares, today stated its opposition to Farmer Bros.’ proposal to amend its Certificate of Incorporation to increase the number of authorized shares at the Company’s upcoming 2021 annual meeting of stockholders scheduled to be held on December 15, 2021 (the “2021 Annual Meeting”).
Proposal 3 at the 2021 Annual Meeting seeks stockholder approval to increase the number of authorized shares of common stock of the Company from 25 million to 50 million. We had already privately expressed our concerns to the Company regarding recent dilution of stockholders, so naturally we were alarmed by the proposed increase in authorized shares that could result in extreme dilution of existing stockholders and serve as an anti-takeover measure.
In our view, the Company’s underperformance over the last 3-, 5-, 10- and 15-year periods coupled with its current high burn rate of 4.2% does not warrant an increase of this magnitude. 1, 2 To put things in perspective, the Company’s current market capitalization is approximately $150 million and it filed a shelf registration statement to offer the sale of up to $175 million in securities.
| Share Price Performance (1) | ||||||||
| 3-Year | 5-Year | 10-Year | 15-Year | |||||
| 2021 Proxy Peers | 20 | % | 77 | % | 487 | % | 726 | % |
| Russell 2000 Index | 59 | % | 85 | % | 235 | % | 205 | % |
| Farmer Bros. Co. | -66 | % | -74 | % | 39 | % | -58 | % |
| Underperformance vs. Proxy Peers | -86 | % | -151 | % | -448 | % | -784 | % |
| Underperformance vs. Russell 2000 Index | -125 | % | -160 | % | -196 | % | -263 | % |
| Source: Bloomberg as of November 12, 2021. | ||||||||
| 1. Figures assume reinvestment of dividends. | ||||||||
| 2. 2021 Proxy Peers Include: BGS, JBSS, SAM, LANC, CVGW, MED, CALM, MGPI, PRMW, CHEF, SENEA, TWNK, SMPL, JJSF, STKL, BYND, BRID, NBEV | ||||||||
Accordingly, JCP intends to vote AGAINST Proposal 3 at the 2021 Annual Meeting and believes that all stockholders of the Company should vote AGAINST Proposal 3.
Stockholders interested in discussing this matter further or learning more should contact JCP at the number below.
About JCP Investment Management:
JCP Investment Management, LLC is an investment firm headquartered in Houston, TX that engages in value-based investing across the capital structure. JCP follows an opportunistic approach to investing across different equity, credit and distressed securities largely in North America.
Investor Contact:
James C. Pappas
JCP Investment Management, LLC
(713) 333-5540
PLEASE NOTE: JCP is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.
1 As mentioned in its proxy statement filed in connection with the 2021 Annual Meeting, the Company’s three-year average burn rate for fiscal 2019 through fiscal 2021 is 4.2%, which the Company acknowledges is high.
2 In addition, approving the Amended and Restated 2017 Long Term Incentive Plan (Proposal 4) would increase the Company stock overhang percentage by 8.3% to approximately 18.2% total.
