Forum for Shareholders of Farmer Bros. Co.

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2007 Conclusion

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

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Farmer Bros. Reference


The portion of the "Proxy Preview" issue for Glass Lewis & Co. clients copied below is presented with the firm's permission.







Farmer Bros. (FARM)


Farmer Bros. has placed a proposal on the ballot to reincorporate in Delaware that includes several components that are very shareholder-unfriendly. For example, the Company seeks to minimize liability for directors; eliminate the right of shareholders to act by written consent; eliminate the right in the current charter to remove directors without cause (by a majority vote); establish a classified board; and eliminate the right of 10% of shareholders to call a special meeting, among other issues. We recommend against these changes and against the board for putting its interests above those of shareholders.




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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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