Farmer Brothers Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K/A

(Amendment No. 1)

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 1, 2024

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Farmer Bros. Co.

 

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(615) 549-6600

(Registrant’s Telephone Number, Including Area Code)

None

(Former Address, if Changed Since Last Report)

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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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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).

 

 

 

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As previously disclosed in the Current Report on Form 8-K filed by Farmer Bros. Co. (the “Company”) on February 6, 2024 (the “Initial 8-K”), on January 31, 2024 (the “Appointment Date”), the Company appointed John E. Moore III as the Company’s President and Chief Executive Officer.

 

In connection with Mr. Moore’s appointment to serve as the Company’s President and Chief Executive Officer, the Company entered into an employment agreement with Mr. Moore, dated as of May 1, 2024 (the “Employment Agreement”), setting forth the terms and conditions of Mr. Moore’s employment as the Company’s President and Chief Executive Officer. This Current Report on Form 8-K/A is being filed as an amendment to the Initial 8-K to disclose the material terms of the Employment Agreement. Except as set forth herein, the disclosures made in the Initial 8-K remain unchanged.

 

The Employment Agreement provides that (i) commencing on January 31, 2024, Mr. Moore will serve as the President and Chief Executive Officer of the Company and will oversee and direct the operations of the Company and perform such other duties consistent with the responsibilities of a President and Chief Executive Officer of a public company or as may otherwise be assigned to him by the Board of Directors (the “Board”) of the Company; (ii) Mr. Moore’s employment will be on an at-will basis and there will be no fixed employment period; (iii) Mr. Moore will be entitled to an annualized base salary of $450,000, subject to annual review and adjustment by the Compensation Committee of the Board during the term of Mr. Moore’s employment with the Company; (iv) Mr. Moore will be eligible for an annual performance-based bonus with a target incentive of not less than 100% of his base salary, payable in the specific amounts determined by the Compensation Committee of the Board as set forth in the Employment Agreement, which such bonus, to the extent payable for fiscal 2023, shall be prorated for partial year service in the manner set forth in the Employment Agreement, (v) commencing in fiscal 2024, Mr. Moore shall be entitled to annual grants under the Company’s equity incentive plans as may be awarded to him by the Compensation Committee of the Board, which such awards shall be made at such times and on the same basis, terms and conditions applicable to the Company’s senior executives generally and (vi) the Company will provide to Mr. Moore all benefits and perquisites provided by the Company to its senior executives generally.

 

The Employment Agreement also binds Mr. Moore to restrictive covenants regarding confidentiality, non-competition, non-solicitation and the Company’s ownership of intellectual property.

 

The foregoing description of the material terms of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K/A.

 

 

 

SIGNATURES

 

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.

 

 

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