Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) On January 21, 2020, Hamideh Assadi notified Farmer Bros. Co. (the "Company") that she is resigning from the Company's Board of Directors (the "Board"), as well as from the Audit Committee, effective immediately. Ms. Assadi's decision to resign is not the result of any disagreement with the Company or its management with respect to any matter relating to the Company's operations, policies or practices.

Following Ms. Assadi's resignation, on January 22, 2020, the Board voted to reduce the size of the Board from eight directors to seven directors.

Item 7.01. Regulation FD Disclosure

On January 23, 2020, the Company issued a press release announcing Christopher P. Mottern's appointment as Chairman of the Board described under Item 8.01 below and Ms. Assadi's resignation from the Company's Board as discussed under Item 5.02 above, a copy of which is attached hereto as Exhibit 99.1.

As provided in General Instruction B.2. of Form 8-K, the information and exhibit furnished pursuant to Item 7.01 of this report are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing."

Item 8.01. Other

Appointment of Chairman of the Board

On January 22, 2020, the Board appointed Christopher P. Mottern as Chairman of the Board, effective immediately, replacing Randy E. Clark, who will continue to serve on the Board.




Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.                               Description
     99.1       Press release dated January 23, 2019 announcing appointment of new
              Chairman of the Board and resignation of director.

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