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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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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):




Guenter W. Berger



Thomas A. Maloof



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:


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.
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325

The referenced attachment can be downloaded from the following link:


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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