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Forum activities relating to Farmer Bros. Co. were suspended in 2007, following the second year of new management.

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SEC Acceptance of Management Argument to Block Vote on Shareholder Proposal Concerning Director Indemnification

(November 28, 2003)

In a response dated November 28, 2003, the Securities and Exchange Commission ("SEC") accepted arguments presented on behalf of Farmer Bros. management to exclude a Franklin Mutual shareholder proposal concerning director indemnification 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 permits 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."  The SEC followed its usual practice in not explaining why it had accepted management's argument, which was based on its 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:

Arguments:

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

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