Green Mountain Coffee Roasters, Inc. Announces Interim Chairman and Changes to Board Committee Composition
WATERBURY, Vt.--(BUSINESS WIRE)--
Green Mountain Coffee Roasters, Inc. (GMCR) (NASDAQ: GMCR), a leader in
specialty coffee and coffee makers, today announced that its Board of
Directors, has appointed Mr. Michael J. Mardy, a director and chair of
the Company's Audit and Finance Committee, as interim Chairman of the
Board. In addition, Ms. Hinda S. Miller, chair of the Company's
Corporate Social Responsibility Committee, has been appointed as Chair
of the Governance and Nominating Committee, a committee she last chaired
in 2010. All appointments are effective immediately. At the direction of
the Board of Directors, Mr. Robert P. Stiller no longer serves as
Chairman of the Board and Mr. William D. Davis no longer serves as Lead
Director of the Board, effective immediately. Additionally, Mr. Stiller
and Mr. Davis will no longer serve on any Board committees and will not
receive future payment for their service on the Board until the Board
determines otherwise. Both will remain members of the Board. The
Governance and Nominating Committee will be reviewing appropriate Board
and committee structure and composition.
These changes are the result of the actions taken by the Board to
address stock sales by Mr. Stiller's and Mr. Davis' brokerage firm,
which sales were inconsistent with the Company's internal trading
policies. Specifically, Mr. Stiller and Mr. Davis had margin
call-related stock sales totaling 5.548 million shares, reflected in
Form 4 filings filed with the Securities and Exchange Commission today.
These forced sales were related to margin loans, which were secured by
pledges of Mr. Stiller's and Mr. Davis' GMCR stock and triggered by
recent GMCR stock price activity.
On Friday, May 4, 2012, as the result of a margin call on pledged GMCR
stock, approximately 400,000 shares and on Monday, May 7, 2012
approximately 148,000 shares of GMCR stock were sold from Mr. Davis'
brokerage account at a time when the trading window in GMCR stock was
closed pursuant to the Company's internal trading policy. In addition,
during the Company's review of the May 4 trade, it learned that,
inconsistent with the Company's policy, Mr. Davis had pledged
approximately 204,000 new shares to his margin loan after January 1,
On Monday, May 7, 2012, as the result of a margin call on pledged GMCR
stock, 5 million shares of GMCR stock were sold from Mr. Stiller's
brokerage account, at a time when the trading window in GMCR stock was
closed pursuant to the Company's internal trading policy.
It should be noted that Mr. Stiller's and Mr. Davis' pledged positions
as of January 1, 2012 were grandfathered by the Board when it amended
the Company's internal trading policy in December 2011 to prohibit new
pledges after January 1, 2012.
As of the close of trading on May 7, 2012, Mr. Stiller beneficially
owned 8,386,899 million shares of GMCR common stock. If all of Mr.
Stiller's shares that are held in margin accounts or pledged as
collateral to various financial institutions as security for one or more
loans were settled as of May 8, 2012, Mr. Stiller would beneficially own
1,857,031 million shares of GMCR stock. As of the close of trading on
May 7, 2012, Mr. Davis beneficially owned 436,786 shares of GMCR common
stock. If all of Mr. Davis' shares that are held in margin accounts or
pledged as collateral to various financial institutions as security for
one or more loans were settled as of May 8, 2012, Mr. Davis would
beneficially own 36,598 shares of GMCR stock.
The Board has also mandated that Mr. Stiller and Mr. Davis settle all
outstanding margin loans by the end of calendar year 2012.
In response to these developments, the Company issued the following
"Based upon the recent decline in GMCR stock price, Mr. Stiller and Mr.
Davis were both faced with margin calls resulting in sales of their GMCR
stock. These forced sales are disappointing and beyond the control of
the Company. Once the Board was notified of this trading activity, it
moved quickly to investigate and address this matter. The Board
determined that it was in the best interest of the Company and its
shareholders for Mr. Stiller and Mr. Davis to relinquish their
leadership positions on the Board as well as their committee roles."
About Green Mountain Coffee Roasters, Inc.
As a leader in specialty coffee and coffee makers, Green Mountain Coffee
Roasters, Inc. (GMCR) (NASDAQ: GMCR), is recognized for its
award-winning coffees, innovative Keurig® Single Cup brewing
technology, and socially responsible business practices. GMCR supports
local and global communities by offsetting 100% of its direct greenhouse
gas emissions, investing in sustainably-grown coffee, and donating at
least five percent of its pre-tax profits to social and environmental
GMCR routinely posts information that may be of importance to investors
in the Investor Relations section of its website, including news
releases and its complete financial statements, as filed with the SEC.
The Company encourages investors to consult this section of its website
regularly for important information and news. Additionally, by
subscribing to the Company's automatic
email news release delivery, individuals can receive news directly
from GMCR as it is released.
Certain statements contained herein are not based on historical fact and
are "forward-looking statements" within the meaning of the applicable
securities laws and regulations. Generally, these statements can be
identified by the use of words such as "anticipate," "believe," "could,"
"estimate," "expect," "feel," "forecast," "intend," "may," "plan,"
"potential," "project," "should," "would," and similar expressions
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Owing to the
uncertainties inherent in forward-looking statements, actual results
could differ materially from those stated here. Factors that could cause
actual results to differ materially from those in the forward-looking
statements include, but are not limited to, the difficulty in
forecasting sales and production levels, the degree to which there are
changes in consumer sentiment in this difficult economic environment,
the Company's success in efficiently expanding operations and capacity
to meet growth, the Company's success in efficiently and effectively
integrating the Company's acquisitions, the ability to maximize or
successfully assert our intellectual property rights, the Company's
success in introducing and producing new product offerings, the
Company's dependence on external capital, including the Company's credit
facility, competition and other business conditions in the coffee
industry and food industry in general, fluctuations in availability and
cost of high-quality green coffee, any other increases in costs
including fuel, the Company's ability to continue to grow and build
profits in the At Home and Away from Home businesses, the Company's
ability to attract and retain senior management, the continued
availability of a consistent supply of parts for our brewers, and the
brewers themselves, the Company experiencing product liability, product
recall and higher than anticipated rates of warranty expense or sales
returns associated with a product quality or safety issue, the extent to
which the data security of the Company's websites may be compromised,
the impact of the loss of major customers for the Company or reduction
in the volume of purchases by major customers, delays in the timing of
adding new locations with existing customers, the Company's level of
success in continuing to attract new customers, sales mix variances,
weather and special or unusual events, the impact of the inquiry
initiated by the SEC and any related litigation or additional
governmental investigative or enforcement proceedings, as well as other
risks described more fully in the Company's Annual Report on Form 10-K
for fiscal year 2011 and other filings with the SEC. Forward-looking
statements reflect management's analysis as of the date of this release.
The Company does not undertake to revise these statements to reflect
subsequent developments, other than in its regular, quarterly earnings
Green Mountain Coffee Roasters, Inc.
Suzanne DuLong, 802-488-2600
IR & Corporate Comm
Source: Green Mountain Coffee Roasters, Inc.
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