On November 7, 2023, JCP and the 22NW Parties entered into a Letter Agreement with Farmer Bros. Co. Pursuant to the Letter Agreement, the Company agreed, among other things, to accept the notice submitted by Alfred Poe stating his decision not to stand for re-election as a director at the Company?s 2023 annual meeting of stockholders.

The Company also agreed to nominate Stacy Loretz-Congdon, David A. Pace, Bradley L. Radoff, Waheed Zaman and the Company?s Chief Executive Officer for election by stockholders at the 2023 Annual Meeting, each with a term expiring at the Issuer?s 2024 annual meeting of stockholders. Pursuant to the Letter Agreement, the Company further agreed that the Nominating and Corporate Governance Committee of the Company?s Board of Directors shall identify independent and qualified candidates for the Board, from which the Board will either: (a) nominate one additional candidate (the New Director) for election by stockholders at the 2023 Annual Meeting as a director or (b) appoint the New Director to the Board as soon as practicable following the 2023 Annual Meeting; provided, however, that the Company shall consult with JCP and 22NW regarding the selection of the New Director and consider their views in good faith. The Letter Agreement further provides that, promptly following the appointment or election of the New Director, as the case may be, the Board shall (i) fix the size of the Board at six members and (ii) elect the New Director as the Chairman of the Board.

Upon the execution of the Letter Agreement, JCP irrevocably withdrew its notice of stockholder nomination of 3 individuals for election as directors at the 2023 Annual Meeting.