Farmer Brothers Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Farmer Brothers, a leading national coffee roaster, reported the issuance of inducement awards to CFO Vance Fisher under the Nasdaq Listing Rule 5635(c)(4). Effective July 1, 2024, the awards include 60,000 time-vesting restricted stock units (RSUs) and 120,000 performance-based restricted stock units (PBRSUs). The RSUs will vest over three years subject to Fisher's continued employment. The PBRSUs will vest if the company's stock price averages at least $6 over 90 days or a change in control occurs, with a $6 per share valuation. The PBRSUs expire after three years if these conditions aren't met. The inducement plan aims to attract new employees through equity awards.

Founded in 1912, Farmer Brothers provides extensive beverage planning services and culinary products to various U.S.-based customers, including independent restaurants, large institutional buyers, and grocery chains. Their brands include Farmer Brothers, Boyd's, Cain’s, China Mist, and West Coast Coffee.

Positive

• Inducement awards to CFO Vance Fisher include 60,000 time-vesting RSUs and 120,000 PBRSUs.
• RSUs will vest over three years.
• PBRSUs vest based on a minimum stock price target of $6 or a qualifying change in control.
• The inducement plan aims to attract new employees with equity awards.

Negative

• PBRSUs expire after three years if the $6 stock price target or qualifying change in control isn't met.

IRVING, Texas, July 02, 2024 (GLOBE NEWSWIRE) -- Farmer Brothers Co., a Delaware corporation, (NASDAQ: FARM) reported today the company issued certain inducement awards under the Farmer Bros. Co. 2020 Inducement Incentive Plan to Chief Financial Officer Vance Fisher pursuant to Nasdaq Listing Rule 5635(c)(4).

The inducement awards, granted effective as of July 1, 2024, were previously approved by the company’s board of directors and its compensation committee thereof and consist of 60,000 time-vesting restricted stock units (RSUs) and 120,000 performance-based restricted stock units (PBRSUs). The RSUs will ratably vest in shares of the company’s common stock over three years on each anniversary of the award date, subject to Mr. Fisher’s continued employment with the company through each vesting date. The PBRSUs will vest, if at all, in shares of the company’s common stock on either the date on which the volume-weighted average price per share of the company’s common stock reaches at least $6 per share over the preceding 90 consecutive trading days (share price target) or a change in control, as defined in its 2017 Long-Term Incentive Plan, that implies a value of at least $6 per share for the company’s common stock. The PBRSUs will expire on the third anniversary of the award date if the share price target is not achieved or if a change in control implying a value of at least $6 per share for the company’s common stock has not occurred on or prior to the third anniversary of the award date.

The inducement plan is used exclusively for the grant of equity awards to individuals who were not previously employees of Farmer Brothers, as an inducement material to such individuals entering into employment with the company, pursuant to Nasdaq Listing Rule 5635(c)(4).

About Farmer Brothers
Founded in 1912, Farmer Brothers is a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. The company’s product lines include organic, Direct Trade and sustainably produced coffee, as well as tea, cappuccino mixes, spices and baking/biscuit mixes.

Farmer Brothers delivers extensive beverage planning services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers, such as restaurant, department and convenience store chains, hotels, casinos, healthcare facilities and gourmet coffee houses, as well as grocery chains with private brand coffee and consumer branded coffee and tea products and foodservice distributors. The company’s primary brands include Farmer Brothers, Boyd’s, Cain’s, China Mist and West Coast Coffee.

Investor Relations Contact
Ellipsis
Investor.relations@farmerbros.com
646-776-0886

Media contact
Brandi Wessel
Director of Communications
405-885-5176
bwessel@farmerbros.com

FAQ

What inducement awards were granted by Farmer Brothers on July 1, 2024?

Farmer Brothers granted CFO Vance Fisher 60,000 time-vesting RSUs and 120,000 PBRSUs effective July 1, 2024.

What are the vesting conditions for Farmer Brothers' RSUs granted to Vance Fisher?

The RSUs will vest in shares of Farmer Brothers' common stock over three years, subject to Vance Fisher's continued employment.

What are the vesting conditions for Farmer Brothers' PBRSUs awarded to Vance Fisher?

The PBRSUs will vest if the stock price averages at least $6 over 90 consecutive trading days or a change in control occurs with a $6 per share valuation.

When do the PBRSUs granted to Vance Fisher by Farmer Brothers expire?

The PBRSUs will expire on the third anniversary of the award date if the vesting conditions are not met.

What is the purpose of Farmer Brothers' 2020 Inducement Incentive Plan?

The plan is used to grant equity awards to individuals not previously employed by Farmer Brothers to attract new employees.