Note: Glass Lewis & Co., a proxy adviser to institutional investors, recommended in its "Proxy Paper" report for the Farmer Bros. annual meeting that the firm's clients vote against management's proposed reincorporation and entrenchment provisions, and further recommended withholding votes for the reelection of directors based on "the board's attempt to curtail the rights of shareholders."  The firm's explanation of this unusual position is copied below, with permission.

Glass Lewis also recommended that its clients vote in favor of the shareholder proposal to restore cumulative voting.

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"We recommend withholding votes for all of the nominees up for election this year based on the board's attempt to curtail the rights of shareholders....

"While we would not typically oppose directors on the basis of a proposal put on the ballot by the board, the six part proposal on this ballot is so unfriendly to shareholders and so contrary to their interests that we can draw no other conclusion but that the board and management have placed their own interests in these matters above those of the owners of their company. In such a situation, we believe that shareholders' best course of action is to replace the board, if possible, with a board that is dedicated to their interests and that will work to forward and protect those interests in every action taken on behalf of the company."

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