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Shareholder Voting for December 14, 2004 Meeting
In its
proxy statement filed November 19, 2004, the company presents
information for the re-election of directors and ratification of auditors at
an annual meeting of shareholders scheduled for 10:00AM on Tuesday, December
14, 2004 at the company's headquarters in Torrance, California. This
meeting date had been announced in a November 9,
2004 press release, postponing it from the original November 29, 2004
date announced in an August 3, 2004
press release "to ensure that
shareholders have adequate time to receive and review proxy materials, which
the Company plans to file shortly." There was no explanation for the
delay in filing.
Regarding the election of directors, Glass
Lewis & Co. issued a "Proxy
Paper" to its institutional investor clients recommending that they
withhold votes from the three nominees presented for reelection. The
firm stated that after considering the board's composition, blocking of
voting on a shareholder proposal (see below), and implementation of
entrenchment defenses, "we believe that shareholders' best course of action
is to replace the board with a board that is dedicated to their interests
and that will work to protect those interests above all else."
There are no known shareholder proposals to be presented at this year's
annual meeting. One had been submitted, for a
bylaw amendment to protect
employee pension rights, but management won
SEC approval to block its presentation for voting based on assertions of
management's right to continue control of the assets which the company had
reportedly transferred to an ESOP trust for the benefit of employees.
Questions raised by these management assertions, including the use of ESOP
stock votes to adopt the company's current governance provisions or for any
future shareholder actions, were referred to
the SEC official responsible for investigating related issues.
Although there were no contested issues, the company distributed an "Internal
Communication for Better Cooperation" in which management encouraged the
company's employees to vote the ESOP shares according to management's stated
view of what is "in the best interests of all Farmer Bros. employees."
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 intends to solicit 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,
should be
provided in management's final proxy statement. |