Farmer Brothers adopts new bylaws, holds annual meeting

In recent corporate developments, Farmer Brothers Co. (NASDAQ:FARM), a Delaware-incorporated company specializing in miscellaneous food preparations and kindred products, has enacted changes to its governance structure and held its annual stockholders meeting. The company, currently valued at $44.6 million, has shown mixed signals with a significant 20% return over the last week despite facing operational challenges. According to InvestingPro analysis, the company operates with a concerning debt burden and faces cash flow challenges.

On Tuesday, the company’s Board of Directors approved the Second Amended and Restated Bylaws, effective immediately. A notable addition is Section 7.5(b) to Article 7, stipulating that any Securities Act of 1933-related claims must be exclusively resolved in the federal district courts of the United States, unless the company consents in writing to an alternative forum.

During the annual stockholder meeting on Monday, several key resolutions were passed. Stockholders elected Shaun Mara, John E. Moore III, David A. Pace, Terence C. O’Brien, Bradley L. Radoff, and Waheed Zaman as directors for a one-year term. Additionally, Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2024.

Furthermore, the compensation of the company’s named executive officers received advisory approval, and it was decided that future advisory votes on executive compensation will occur annually.

The voting outcomes reflected strong support for the board’s recommendations, with significant majorities backing the election of directors and other proposals. The results of the votes indicate shareholders’ confidence in the company’s governance practices and leadership team.

This information is based on a press release statement and highlights the company’s commitment to adhering to regulatory requirements and ensuring transparent communication with its shareholders.

In other recent news, Farmer Bros Co reported an impressive Q2 fiscal 2025 earnings, surpassing analyst estimates despite a slight shortfall in revenue. The coffee distributor posted adjusted earnings per share of $0.01, exceeding analysts’ expectation of a $0.09 loss per share. Farmer Bros’ net sales for the quarter were $90 million, just below the consensus estimate of $90.15 million but a minor increase from $89.5 million in the same quarter last year.

The company’s gross margin saw a significant improvement, escalating 270 basis points YoY to 43.1%. Net income for the quarter was reported at $210,000, a decrease compared to $2.7 million in the prior year period. However, it’s notable that last year’s results included a $6.1 million net gain from asset disposals, while this quarter experienced a $1.5 million net loss from asset disposals.

Adjusted EBITDA rose to $5.9 million, a substantial increase from $2.3 million in the second quarter of fiscal 2024. These recent developments underline the company’s continued focus on driving growth in sales, coffee pounds, and customer counts while optimizing operations. As of the end of December 2024, Farmer Bros had $5.5 million in unrestricted cash and cash equivalents and $23.7 million available under its revolving credit facility.

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