UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2010
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34249 | 95-0725980 | ||
(State or Other Jurisdiction |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
20333 South Normandie Avenue, Torrance, California | 90502 | |||
(Address of Principal Executive Offices) |
(Zip Code) |
(310) 787-5200 |
(Registrants telephone number, including area code) |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2010, the Compensation Committee of the Board of Directors of Farmer Bros. Co., a Delaware corporation (the Company), established target incentive compensation awards under the Farmer Bros. Co. 2005 Incentive Compensation Plan (the Plan) for the Companys executive officers shown in the table below as a percentage of base salary. The target incentive percentages result in target bonus dollar amounts, which are also shown in the table below.
Name |
Title |
Target Bonus | Percent of Fiscal 2011 Base Salary |
|||||
Roger M. Laverty III |
President and Chief Executive Officer | $ | 318,750 | 75 | % | |||
Jeffrey A. Wahba |
Treasurer and Chief Financial Officer | $ | 167,750 | 55 | % | |||
Mark A. Harding |
Senior Vice President of Operations | $ | 125,000 | 50 | % | |||
Hortensia R. Gómez |
Vice President and Controller | $ | 55,350 | 30 | % |
The Compensation Committee determined that for purposes of fiscal 2011 bonus determinations under the Plan, the Companys financial performance will be gauged by the level of achievement of operating cash flow as determined from the Companys audited financial statements. Operating cash flow is defined as income from operations after executive bonus accruals, excluding non-recurring items such as income from the sale of capital assets, severance paid or payable to terminated employees, interest expense, depreciation and amortization, pension related expense and ESOP compensation expense. Subject to the Committees discretion under the Plan, threshold operating cash flow of $24 million must be achieved in fiscal 2011 to earn any bonus payout under the Plan. Assuming this threshold is reached, a percentage of achievement ranging from 80% for operating cash flow of $24 million to 150% for operating cash flow of $45 million or more will be assigned in proportion to the level of operating cash flow achieved. The Compensation Committee also assigned individual goals for fiscal 2011 to each of the executive officers shown in the table above.
At the end of the fiscal year, bonus awards will be determined primarily by measuring the Companys financial performance and the
executive officers achievement of individual goals. The method for calculating bonus awards is set forth in the Form of Target Award Notification Letter (Fiscal 2011) under the Plan, a copy of which is attached as Exhibit 10.1 to this Current
Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
10.1 |
Form of Target Award Notification Letter (Fiscal 2011) Under Farmer Bros. Co. 2005 Incentive Compensation Plan* |
* | Management contract or compensatory plan or arrangement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 30, 2010
FARMER BROS. CO. |
By: /S/ JEFFREY A. WAHBA |
Name: Jeffrey A. Wahba Title: Treasurer, Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
10.1 |
Form of Target Award Notification Letter (Fiscal 2011) Under Farmer Bros. Co. 2005 Incentive Compensation Plan* |
* | Management contract or compensatory plan or arrangement. |
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