Clark’s CPA license in the state of Washington had lapsed and that he had not been a licensed CPA since June 30, 1986, or approximately 27 years prior to the filing of FARM’s 2013 proxy statement. Discovery of the fact that Mr. Clark was not a CPA undoubtedly prompted the Company to change its disclosure in its 2014 proxy statement, in which it stated “Mr. Clark was a retired Certified Public Accountant.” Under Washington state law, it is a prohibited practice under RCW 18.04.345 for any individual to “hold himself or herself out to the public or assume or use the designation ‘certified public accountant’ or ‘CPA’ or any other title, designation, words, letters, abbreviation, sign, card, or device tending to indicate that the individual is a certified public accountant or CPA unless the individual qualifies for the privileges authorized by RCW 18.04.350(2) or holds a license under RCW 18.04.105 and 18.04.215,” neither of which apply to Mr. Clark. Further, under RCW 18.04.105, persons holding an inactive certificate, like the one held by Mr. Clark, must with Washington State regulatory approval, use or attach the term “inactive” whenever using the title CPA or certified public accountant and print the word immediately following the title whenever the title is used in documents published or transmitted through electronic media, neither of which has Mr. Clark or FARM complied with in public SEC filings. We believe that Messrs. Clark and Mottern, as well as Charles F. Marcy, Chairman of the Nominating and Corporate Governance Committee, owe stockholders an explanation. It is critical that each Board member, especially the Chair of the Audit Committee, possess the highest levels of integrity and exhibit diligence and due care in all his or her dealings. We call upon the Board to immediately commission an independent investigation to determine whether Messrs. Mottern and Clark made misrepresentations to the FARM Board and the investing public or otherwise violated the Company’s Code of Ethics. The Company’s Code of Ethics explicitly states the following: “False or intentionally misleading statements or omissions of any kind should never be made. Farmer Bros.
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