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Shareholder Voting for December 26, 2002
Meeting
(December 7-26, 2002)
The notice copied below appeared at the top of all pages on
the Forum web site from December 7, 2002 until after the annual meeting of
Farmer Bros. Co. shareholders on December 26, 2002. Below the notice is a
copy of the information presented on a page which is reached by the
highlighted link.
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Link:
Shareholder Voting
for December 26, 2002 Meeting
NOTE: Neither the Forum nor
anyone associated with its conduct is soliciting proxies or willing to
accept proxies if offered. Based on available information, only the
company’s management is soliciting proxies. Instructions for voting for
or against the issues being presented at the meeting, or for changing
those votes at any time prior to the meeting, are provided in the
company's December 2, 2002 proxy statement.
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As indicated above, the page reached by the
notice's highlighted link presents the following information:
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Shareholder Voting for December 26,
2002 Meeting
The votes of non-management shareholders of Farmer Bros. Co. are
important, since they may determine the outcome of matters presented at the
December 26, 2002 annual meeting.
Management’s reported voting control of 52% of the shares imposes on them
a fiduciary duty to act in the interests of minority shareholders. It
should also be noted that most of the shares controlled by management – 42%
of the total outstanding – are in trusts and must be voted in accordance
with fiduciary duties to the trust beneficiaries. These votes must be based
on the fiduciary’s judgment rather than on management recommendations,
particularly when such recommendations are unexplained. Under these
circumstances, it should not be assumed that a significant portion of
management-controlled shares will be voted according to management
recommendations. It is also possible that in the event of controversies
concerning these fiduciary duties, some or all the votes controlled by
management may not be counted or may be counted in proportion to votes cast
by independent shareholders.
NOTE: Neither the Forum nor anyone associated with its conduct is
soliciting proxies or willing to accept proxies if offered. Based on
available information, only the company’s management is soliciting proxies.
Instructions for voting for or against the issues being presented at the
meeting, or for changing those votes at any time prior to the meeting, are
provided in the
company's December 2, 2002 proxy statement. |
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