Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)   As previously disclosed, on March 26, 2020, in response to the potential
anticipated effect of the COVID-19 pandemic on revenue, the Board of Directors
(the "Board") of Farmer Bros. Co. (the "Company") approved the implementation of
a 15 percent salary reduction for all of the Company's named executive officers,
starting April 1, 2020, along with other compensation reduction measures.
On July 16, 2020, the Board approved a grant of restricted stock units ("RSUs")
under the Company's 2017 Long-Term Incentive Plan to the named executive
officers of the Company. The grants represent a portion of the long term
incentive awards expected to be granted to such officers during fiscal year
2021, as well as amounts intended to compensate such officers for reduced
compensation during fiscal year 2020 as a result of the COVID-19 pandemic. The
grants were of 157,545 RSUs to Deverl Maserang, Chief Executive Officer, 28,606
RSUs to Scott Drake, Chief Financial Officer, 29,850 RSUs to Ruben Inofuentes,
Chief Supply Chain Officer, 24,461 RSUs to Ronald Friedman, Chief Human
Resources Officer, 19,900 RSUs to Jerry M. Walsh, Senior Vice President &
General Manager DSD, and 17,827 RSUs to Maurice Moragne, Chief Sales Officer.
The RSU grants have a three-year vesting schedule, whereby one-third of the
total number of RSUs vest each year on the anniversary of the July 16 grant
date, subject to continued employment with the Company through each vesting date
and the acceleration provisions of the Plan and RSU agreements. The foregoing
description of the RSU grants does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the full text of the form of RSU
agreement, which will be filed as Exhibit 10.1 to this Form 8-K.
Item 8.01. Other Events.
As previously disclosed, on March 26, 2020, the Board also voted to forego cash
compensation for directors during the fiscal quarter ended June 30, 2020. On
July 16, 2020, the Board approved a grant of restricted stock under the
Company's 2017 Long-Term Incentive Plan to each of the directors of the Company.
The grants have one-year cliff vesting, whereby total number of shares will vest
on the anniversary of the July 16 grant date, subject to continued service to
the Company through the vesting date and the acceleration provisions of the Plan
and award agreements. The value of the restricted stock granted to each director
reflects the amount of each director's previously foregone cash compensation and
meeting fees payable in accordance with the director compensation program as
previously disclosed in the Company's proxy statement.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.                               Description
   10.1         Form of Restricted Stock Unit Agreement.
    104       Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document

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