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Registrant’s telephone number, including area code: (i410) i374-1510
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)
and (b) Voting Results.
At the annual meeting of stockholders of Farmers and Merchants Bancshares, Inc. (the “Company”) held on April 23, 2024, the stockholders voted on the four proposals set forth below. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.
Proposal 1 – Election of four nominees to serve on the Company’s Board of Directors until the earlier of (a) the annual meeting of stockholders when his or her term expires and until his or her successor is duly elected and qualifies, (b) he or she is removed in accordance with the Amended and Restated Bylaws (the “Bylaws”), and (c) the time that he or she fails to qualify to serve as a director as provided in the Bylaws:
Term Expires
For
Withheld
Broker Non-Votes
James R. Bosley, Jr.
2028
1,585,499
91,618
237,426
Ronald W. Hux
2028
1,583,072
94,045
237,426
Emily B. Miller
2028
1,476,545
200,572
237,426
Robert G. Pollokoff
2026
1,473,994
203,123
237,426
Proposal 2 – Adoption of a non-binding advisory resolution approving the compensation paid to the Company’s named executive officers in 2023 (the “Say-on-Pay Vote”):
For
Against
Abstain
Broker Non-Votes
1,368,787
224,196
84,134
237,426
Proposal 3 – Recommendation, by non-binding advisory vote, of the frequency of future Say-on-Pay Votes (every 1 year, every 2 years, or every 3 years):
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
400,231
1,116,350
73,559
86,977
237,426
Proposal 4 – Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2024:
For
Against
Abstain
Broker Non-Votes
1,865,024
4,372
45,147
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(d) Frequency of Future Say-on-Pay Votes.
After considering the voting results with respect to Proposal 3 discussed above, the Company’s Board of Directors has decided that future Say-on-Pay Votes will be held every 2 years, commencing with the 2026 annual meeting of stockholders and continuing thereafter until such time the Board of Directors determines otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
