Farmer Brothers (NASDAQ:FARM) stockholders voted to approve the company’s proposed merger with Royal Cup, Inc. at a virtual special meeting, according to preliminary results announced at the conclusion of the session.
David Pace, chairman of the board, opened the meeting and said the company was convening the special meeting of stockholders virtually. Pace also introduced board members attending online—John Moore, Shaun Mara, Terry O’Brien, Bradley Radoff, Pace, and Waheed Zaman—as well as executive officers participating virtually, including Moore (president and CEO), Vance Fisher (CFO), Brian Miller (VP of Sales), and Jared Vitemb (vice president, general counsel, chief compliance officer, and secretary).
Quorum and meeting procedures
Vitemb reported that, as of the March 19, 2026 record date, 21,944,882 shares of common stock were outstanding and entitled to vote at the special meeting. He also said the company had an affidavit signed by Broadridge certifying that the notice of meeting and definitive proxy statement were first mailed on March 27, 2026.
According to Vitemb, the board appointed Lou Larson of L Squared Elections to serve as inspector of election. Vitemb said the inspector determined that at least a majority of the issued and outstanding shares entitled to vote were present virtually or represented by proxy, establishing a quorum and allowing the meeting to proceed.
Three proposals put to a vote
Vitemb said the meeting agenda included three proposals outlined in the proxy materials. In each case, he stated that the board of directors recommended stockholders vote in favor.
- Proposal 1: Adopt the merger agreement dated March 3, 2026, among Farmer Bros. Co., Royal Cup, Inc., and BP I Brew Merger Sub Inc., under which Farmer Brothers would be acquired in a merger and become a wholly owned subsidiary of Royal Cup.
- Proposal 2: Approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to named executive officers in connection with the merger (a “say on pay” proposal).
- Proposal 3: Approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the merger agreement at the time of the meeting.
Preliminary voting results show approval of all measures
After the polls were opened and later closed, the operator announced preliminary results based on a review of proxies received and the inspector of election’s reports.
Under the preliminary count, Proposal 1—adoption of the merger agreement—was approved by “the affirmative vote of a majority of the shares of common stock outstanding,” according to the operator. Proposal 2 was approved by “the affirmative vote of a majority of the votes cast.” Proposal 3 was also approved by “the affirmative vote of a majority of the votes cast.”
The operator cautioned that the results were preliminary and “not official,” and that they were subject to change based on the inspector of election’s official tabulation.
Next steps
Vitemb said final voting results would be disclosed in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days after the meeting. With no further formal business, the meeting was adjourned.
About Farmer Brothers (NASDAQ:FARM)
Farmer Brothers Company (NASDAQ: FARM) is a specialty coffee roaster and distributor that serves the foodservice, hospitality and office coffee markets across the United States. The company produces and delivers coffee, tea, single-serve products and beverage equipment, supporting its customers with supply chain solutions, equipment maintenance and barista training services. Its operations are organized to serve commercial accounts ranging from national restaurant chains and convenience stores to independent coffee shops and corporate offices.
Founded in 1912 in Texas, Farmer Brothers has grown from a regional roaster into a national supplier with a network of manufacturing and distribution facilities.
