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Forum Report: Reports from Annual Meeting of
Shareholders
(November 28, 2005)
Note:
In a November 29, 2005 press release,
the company reported certified votes for directors which constituted the
following proportions of the 15,688,997 votes cast (97.60% of shares
outstanding):
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|
For |
Withhold |
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Guenter W. Berger |
79.46% |
18.14% |
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Thomas A. Maloof |
79.94% |
17.65% |
This report of the certified votes
is different from the report from the meeting, below, of an 84% vote in
favor of directors.
For purposes of comparison with
other expressions of shareholder dissidence, it may be estimated that
45.71% and 44.49% of unaffiliated shareholder votes were withheld from
Messrs. Berger and Maloof, respectively. This assumes that all of the
proxy statement's reported 6,318,997 shares controlled directly by
management (39.31% of outstanding and 40.28% of votes cast) and
the 2,990,897 ESOP shares (18.61% of outstanding and 19.06% of votes
cast) were voted in favor of the directors.
See also related reports of annual meeting:
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Sent: Monday, November 28, 2005 6:24 PM
Subject: Reports from today's annual meeting of shareholders
According to reports from individuals who
attended today's annual meeting of Farmer Bros. shareholders, an
unexpectedly large number of people -- estimated at 150 --attended in
person. The meeting was conducted according to a list of "Rules" which
was distributed, a copy of which is attached. [see
link, below]
There were no proposals submitted by
shareholders for voting, but some dissension was expressed by investors
withholding votes for the reelection of two directors
as recommended by Glass Lewis
& Co., the proxy advisory firm. Management stated at the meeting that
only 84% of the votes were cast in favor of the directors [see
note, above], with 97% of the
shares represented either directly or by proxy.
After a brief introduction by the new
chairman-CEO, the chief financial officer presented a management report on
the company's condition. It is assumed that the company will file a copy
of the prepared statements with the SEC according to its customary
practice.
A representative of Franklin Mutual, the
largest unaffiliated shareholder of Farmer Bros., read a prepared
statement expressing concern about the company's continuing deterioration
and management's refusal to communicate. Representatives of other
shareholders raised questions about performance and takeover defenses, and
one shareholder addressed the company's current attractiveness to
"value" investors.
Please let me know if you have any questions
about the meeting, or any suggestions of additional information that
should be reported to Forum participants.
GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com
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The referenced attachment can
be downloaded from the following link:
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