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Glass Lewis & Co., a proxy adviser to institutional investors, recommended in its "Proxy Paper" report for the Farmer Bros. November 28, 2005 annual meeting that the firm's clients withhold votes for the two candidates presented by management for reelection to the company's board of directors, based on their conclusion that "[w]e believe that the actions of the board and management over the past two years have been contrary to shareholder interests."

The section of the Glass Lewis Proxy Paper addressing the election of directors is copied below, with permission.


Bryan Woliner, Lead Analyst
Published: November 7, 2005

Farmer Bros. Co.
Industry: Food Processing
Meeting Date: November 28, 2005
Record Date: October 10, 2005


2005 Annual Meeting
Proposal Issue Board GL&Co.
1.00 Election of Directors For Withhold
1.01 Elect Guenter W. Berger For Withhold
1.02 Elect Thomas A. Maloof For Withhold
2.00 Ratification of Auditor For For


Name Up Age GLC Classification Committees Attended at least 75%
of Meetings
Audit Comp Nom
 Guenter W. Berger 68 Insider 1       Yes
 Kenneth R. Carson 65 Affiliated 2       Yes
 Lewis A. Coffman 86 Independent   Yes
 Thomas A. Maloof 53 Independent C Yes
 John H. Merrell 61 Independent C Yes
 John Samore, Jr. 59 Independent Yes
 Carol Farmer Waite 58 Affiliated 3       Yes
C = Chair
  1. Chairman, president and CEO.
  2. Former vice president of sales (until August 2004).
  3. Beneficial owner of 39.3% of the Company's common stock.

The board has nominated two candidates to serve a three-year term each. If elected, their terms would expire at the Company's 2008 annual meeting of shareholders.

We note that three of the seven directors are either affiliated with the Company or are insiders. We believe this raises concerns about the objectivity and independence of the board and its ability to perform its proper oversight role. We prefer boards with a lower percentage of affiliates and insiders.

We believe it is important for shareholders to be mindful of the following issue:

The Company's chairman is not independent and the board does not have an independent lead or presiding director. We view an independent chairman as better able to oversee the executives of the Company and set a pro-shareholder agenda without the management or other conflicts that an executive insider or affiliated director might face. This, in turn, leads to a more proactive and effective board of directors in our view. When the position of chairman of the board is held by either an insider or affiliate, we believe that it is the responsibility of the nominating committee to appoint an independent lead or presiding director to ensure proper oversight. To the best of our knowledge, the nominating committee has not designated a chairman and therefore we would normally recommend that shareholders hold Mr. Coffman, as the nominating committee member with the longest tenure on the board, accountable for the committee's failure to address this issue. However, since Mr. Coffman is not up for election at this year's annual meeting, we refrain from recommending that shareholders withhold votes on this basis at this time. We believe that it is in shareholders' best interests for the entire committee to establish an independent chairman or lead director going forward.

We recommend withholding votes from the following nominees up for election this year based on the following issue:

On March 18, 2005, the Company disclosed in a Form 8-K that the board had approved a shareholder rights plan (the "Rights Plan"). Pursuant to the Rights Plan, the board declared a dividend of one preferred share purchase right for each outstanding share of the Company's common stock. Each right, when exercisable, will entitle the holder to purchase one one-hundredth of a share of series A preferred junior participating preferred stock from the Company at a purchase price of $112.50.

The rights will become exercisable upon the earlier of: (i) 10 business days following the first date of a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the Company's common stock; or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% of more of the Company's outstanding stock. Each right entitles the holder to receive, upon exercise, that number of shares of common stock which equals the exercise price of the right, divided by 50% of the market value of the Company's common stock on the date of exercise. Accordingly, at a purchase price of $112.50 per right, each shareholder would be entitled to purchase $225.000 worth of common stock for $112.50.

Exceptions are made for members of the Farmer Family and affiliated entities, which are permitted to own up to 45% of the Company's common stock before triggering the distribution of rights under the rights agreement. Additionally, beneficial ownership by employee benefit plans, including the Company's employee stock ownership plan, cannot trigger the distribution of rights.

Glass Lewis believes that shareholder rights plans generally are not conducive to good corporate governance. Specifically, they can reduce management accountability by substantially limiting opportunities for corporate takeovers. Further, rights plans often prevent shareholders from receiving a buy-out premium for their stock. While we believe that boards should be given wide latitude in directing the activities of the company and charting the company's course, we believe that in a matter as important as a shareholder rights plan, shareholders ought to have a say as to whether or not they support such a plan's implementation. This issue is different from other matters that are typically left to the board's discretion. Its potential impact on and relation to shareholders is direct and substantial.

We believe the board's approval of the Rights Plan is the most recent action in a series of maneuvers that are brazenly inconsistent with the interests of shareholders and have led us to question whether the directors on this board are fulfilling their obligations to advocate for the interests of all shareholders and work toward implementing sound practices of corporate governance.

In February 2004, the board proposed a new certificate of incorporation and bylaws that included provisions to classifying the board, prohibit shareholders from acting by written consent and prohibit shareholders from calling special meetings. We believe the Company's new certificate of incorporation and bylaws make directors less accountable to shareholders and could discourage takeovers, which may offer shareholders a premium for their stock.

Nominees BERGER and MALOOF each served on the board when the new certificate of incorporation and bylaws were proposed and implemented, in addition to approving the aforementioned Rights Plan. We believe that the actions of the board and management over the past two years have been contrary to shareholder interests. Therefore, we believe that shareholders' would be best served by a board that is dedicated to their interests and that will work to protect those interests above all else.

Accordingly, we recommend that shareholders WITHHOLD votes from all nominees.



This proxy analysis is confidential and may not be reproduced in any manner without the written permission of Glass, Lewis & Co. This analysis is not intended to solicit proxies and has not been submitted to the Securities and Exchange Commission for approval. No warranty is made as to the completeness, accuracy or utility of this analysis. This analysis does not constitute investment advice and investors should not rely on it for investment or other purposes.


Glass Lewis does not provide consulting services to issuers. Some institutional investor affiliates of issuers have purchased a subscription to Glass Lewis' services, which is disclosed on the relevant Proxy Paper. In addition, advisors to issuers (such as law firms, accounting firms, ratings agencies and others) may subscribe to Glass Lewis’ services. Glass Lewis does not discuss individual Proxy Papers with any entity prior to publication.
  Farmer Bros. Co. Glass, Lewis & Co., LLC. 




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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