Farmers & Merchants Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 29, 2024, Farmers & Merchants State Bank (the “Bank”), the wholly-owned subsidiary of Farmers & Merchants Bancorp, Inc. (“F&M”), entered into a new employment agreement (the “Employment Agreement”) with Lars B. Eller, under which Mr. Eller will continue to serve as the President and Chief Executive Officer of the Bank and F&M. F&M has guaranteed the Bank’s performance under the terms of the Employment Agreement. The Employment Agreement becomes effective as of September 1, 2024, after the expiration of Mr. Eller’s current employment agreement on August 31, 2024, which employment agreement was entered into on August 17, 2021. The new Employment Agreement is substantially similar to the prior employment agreement.
The Employment Agreement is for a three-year term ending on August 31, 2027. Pursuant to the Employment Agreement, Mr. Eller will receive a base pay of $504,686, subject to upward adjustment, and will be entitled to participate in the Bank’s employee benefit plans and programs generally available to similarly situated employees. Mr. Eller will participate in the Bank’s Annual Cash Incentive Plan, 401(k) Plan, will receive grants of restricted stock shares equal to 25% of base pay and will receive grants of stock shares equal to those provided to nonemployee directors. The Employment Agreement also provides for four weeks of vacation the first year and five weeks of vacation the remaining two years, a monthly car allowance, life insurance and reimbursement for appropriate business expenses.
The Employment Agreement provides for termination upon the expiration of the term noted above, death, by the Bank for “cause” (as defined in the Employment Agreement), disability, or in connection with a “change in control” (as defined in the Employment Agreement).
In the event of a change in control, Mr. Eller would be entitled to receive an amount equal to two times the sum of (i) his then annual base pay and (ii) the average amount paid as a cash bonus and other incentive compensation for the three-year period ending with the date of the change in control. In addition, he would be entitled to continuing coverage under the Bank’s health, disability, dental and life insurance at the same levels provided him prior to the change in control, for a period of 12 months after the change in control. The payments to be made to Mr. Eller are subject to reduction if required to avoid an excise tax under Internal Revenue Code Sections 280G or 4999 or if required by bank regulatory agencies and applicable regulations.
The Employment Agreement provides that Mr. Eller is subject to covenants not to compete and not to solicit during the term of the Employment Agreement and for one year after termination of his employment with the Bank. During the term of the Employment Agreement, the restrictions apply without geographic limit. After termination of Mr. Eller’s employment with the Bank, the covenants not to compete and not to solicit would apply to counties where the Bank has its main office or a branch office or a loan production office and contiguous counties.
A copy of the Employment Agreement is attached hereto as Exhibit 10.1.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit |
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10.1 |
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104 |
The Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 authorized.
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FARMERS & MERCHANTS BANCORP, INC. |
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(Registrant) |
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Dated: September 3, 2024 |
/s/ Lars B. Eller |
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Lars B. Eller |
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President and Chief Executive Officer |
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/s/ Barbara J. Britenriker |
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Barbara J. Britenriker |
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Executive Vice President and Chief Financial Officer |
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FORWARD-LOOKING STATEMENTS
Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.