Good morning, ladies and gentlemen, and welcome to Farmer Bros. Co.'s special meeting. I will now turn the meeting over to the presenters. Please go ahead.
Thank you, Alfred. Will the meeting please come to order? Good morning. I'm David Pace, Chairman of the Board of Directors, and I'm pleased to welcome all of you to our virtual special meeting of stockholders. We appreciate your participation in the governance of our company. In accordance with our bylaws, I will act as Chairman of the meeting, and Jared Vitemb, the company's General Counsel and Secretary, will act as Secretary of the meeting. Lou Larson, a representative of L Squared Elections, has been appointed by our Board of Directors to serve as Inspector of Election. I would first like to introduce the members of the Board of Directors who are present with us virtually today.
John Moore, Shaun Mara, Terry O'Brien, Bradley Radoff, David Pace, and Waheed Zaman. I would like to introduce the following executive officers of the company who are present virtually with us today. John Moore, our President and Chief Executive Officer, Vance Fisher, our Chief Financial Officer, Brian Miller, our VP of Sales, and Jared Vitemb, our Vice President, General Counsel, Chief Compliance Officer, and Secretary. Before moving on to the formal business of today's meeting, please note that as described in the company's proxy statement, the holders of proxies solicited by the Board of Directors for this meeting are John Moore, President Chief Executive Officer, Vance Fisher, Chief Financial Officer, and Jared Vitemb, Vice President, General Counsel, Chief Compliance Officer, and Secretary. I will now turn the meeting over to Mr. Vitemb.
Good morning. Thanks for joining us today. As Mr. Pace said, I'm going to address certain preliminary matters of the meeting. We will follow the order of business on the agenda that is available on the virtual meeting web portal. The Q&A function has now been enabled. Stockholders may submit questions at this time, and answers will be posted to the company's website after the meeting. To ask questions, you must be logged in to the virtual meeting with your 16-digit control number at www.virtualshareholdermeeting.com/farm2026SM m and either be a stockholder of record as of March 19th, 2026 or be named in a legal proxy given by a stockholder of record as of March 19th, 2026. Please type your question in the box labeled Question and click the Submit button.
Please give your name and address and indicate whether you are an individual stockholder or a duly authorized representative of a stockholder. In the latter case, please identify the stockholder on whose behalf you are acting. Stockholder questions must be addressed to the chairman or the chairman's delegee and must be pertinent to the proposals to be voted on during the meeting. A list of stockholders entitled to vote at this meeting is available during the meeting for inspection by any stockholder for any purpose germane to the meeting. The list shows that at the close of business on March 19, 2026, the record date for this meeting, 21,944,882 shares of common stock were outstanding and entitled to vote at the special meeting.
I can confirm that we have an affidavit signed by Broadridge certifying that the company's notice of the meeting and definitive proxy statement were first mailed on March 27, 2026. As Mr. Pace mentioned, I can confirm that Lou Larson, a representative of L Squared Elections, has been appointed as Inspector of Election for all matters requiring a stockholder vote at this meeting. Mr. Larson has taken an oath of office and is in attendance virtually today. The Inspector of Election has determined that at least a majority of the issued and outstanding shares of common stock entitled to vote are present with us today on the virtual meeting web portal or represented by proxy. This is sufficient for a quorum to conduct business, the meeting is properly convened.
With that, I will now present certain of the matters of business to be considered and acted upon. As stated in the notice of the meeting, there are three proposals to be voted on today. Proposal number 1 to be considered at this meeting is to adopt the agreement and plan of merger dated as of March 3, 2026, which we refer to as the merger agreement, by and among Farmer Bros. Co., Royal Cup, Inc., and BP I Brew Merger Sub Inc., pursuant to which Farmer Bros. would be acquired by way of a merger and become a wholly owned subsidiary of Royal Cup, Inc., which we refer to as the merger. The board recommends a vote for this proposal.
Proposal number 2 to be considered today is to approve on a non-binding advisory basis certain compensation that may be paid or become payable to our named executive officers in connection with the merger. This is more commonly referred to as a say on pay proposal. The board recommends a vote for this proposal. Proposal number 3 to be considered today is to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. The board recommends a vote for this proposal.
Details on these proposals were provided in the company's proxy. We will now direct stockholders who have not previously voted by mailing back their proxy cards or by following the internet or telephone procedures for submitting a proxy, or for stockholders who now wish to change their previous votes by clicking the voting icon on the virtual meeting platform. You must be logged in with your 16-digit control number to cast your vote. If you have already submitted your proxy, including through the internet, mail, or by telephone, and you do not wish to change your vote, then no action is needed. The polls are now open to vote on the three proposals on today's agenda. The time is 11:06 A.M. The polls will remain open until voting on the three proposals has been completed.
If you still need to vote, please do so now by selecting the voting link on the virtual meeting site. We will pause briefly to allow stockholders time to vote. Because all stockholders desiring to vote on all matters have done so, I now declare the polls closed. The final results of the voting will appear in a current report on Form 8-K to be filed with the SEC within four business days after the meeting. I'll now turn the meeting back over to Mr. Pace.
Based upon a review of the proxies received by the company and the Inspector of Election reports, the preliminary results indicate that Proposal 1, to adopt the merger agreement by and among Farmer Bros. Co., Royal Cup, Inc., and BP I Brew Merger Sub Inc., pursuant to which Farmer Bros. would be acquired by way of a merger and become a wholly owned subsidiary of Royal Cup, Inc., was approved by the affirmative vote of a majority of the shares of common stock outstanding. Proposal 2, to approve on a non-binding advisory basis certain compensation that may be paid or become payable to our named executive officers in connection with the merger, was approved by the affirmative vote of a majority of the votes cast.
Proposal number 3, to approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, was approved by the affirmative vote of a majority of the votes cast. Stockholders should be aware that such preliminary results are not official, and such preliminary results are subject to change based upon the Inspector of Elections official tabulation. Because there is no other formal business to come before the meeting, this meeting is now adjourned.
Thank you. Ladies and gentlemen, this concludes today's special meeting. We thank you for participating. You may now disconnect your lines.