SEC Rejection of Management Arguments to Block Vote on Shareholder Proposal for Cumulative Voting

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SEC Rejection of Management Arguments to Block Vote on Shareholder Proposal for Cumulative Voting

(December 10, 2003)

In a response dated December 10, 2003, the Securities and Exchange Commission ("SEC") rejected arguments presented on behalf of Farmer Bros. management to exclude a Mitchell Partners shareholder proposal for the restoration of cumulative voting from the company's proxy statement for voting at the annual meeting.

Specifically, the SEC staff refers to management's argument based on Rule 14a-8(i)(1), which would permit excluding a shareholder proposal if it is "not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization." As stated, the SEC rejected the company's arguments that the proposal would be improper based on their attorneys' opinion relating to state law.

A copy of the SEC letter can be downloaded from the link below. Links are also provided for the arguments presented to the SEC.

SEC decision:

Letter from Securities and Exchange Commission, dated December 10, 2003 (107 KB, in PDF format)

Arguments:

Management Argument to Exclude Shareholder Proposal for Restoring Cumulative Voting (September 12, 2003)
Mitchell Partners Reply to SEC Opposing Management's Exclusion of Shareholder Proposal (October 3, 2003)

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