Farmers & Merchants Bancorp Inc. filed SEC Form 8-K: Leadership Update, Other Events, 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 October 22, 2024, Farmers & Merchants Bancorp, Inc. (the “Company”) named Kevin G. Frey to fill a vacancy created by the retirement of Dr. K. Brad Stamm as a member of the Company’s and the Company’s wholly-owned bank subsidiary, The Farmers & Merchants State Bank (the “Bank”) Boards of Directors effective as of November 19, 2024.
As a member of the Company’s Board of Directors, Mr. Frey will receive fees in accordance with those paid to non-employee members of the Company’s Board of Directors. Cash compensation is paid to directors in the form of a retainer. The standard annual cash retainer for Board service is $50,000. Each Director is also paid an annual retainer in Company stock, valued at $15,000 under the Company’s Long-Term Incentive Plan. The committees of the Boards of Directors on which Mr. Frey will serve have not yet been determined.
In addition, the Company, through the Bank, regularly engages in the lending of money to Directors, including their related interests. All such loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability or present other unfavorable features.
Mr. Frey has no family relationship with any director or executive officer of the Company or any of its affiliated subsidiaries. Since the beginning of the Company’s last fiscal year, neither Mr. Frey nor any member of his immediate family have been customers of, or have had transactions in excess of $120,000 with the Company or any of its affiliated subsidiaries, which would be reportable under Item 404(a) of SEC Regulation S-K and no such transactions are currently proposed.
Effective October 25, 2024, Dr. K. Brad Stamm will retire from the Board of Directors of the Company and the Bank, in accordance with the mandatory retirement provisions contained in the Company’s governing documents. Mr. Stamm has been a valued member of the Company’s Boards since 2016. Mr. Stamm has served on the Company’s Audit Committee, Enterprise Risk Management Committee and the Executive Committee.
ITEM 8.01 Other Events
On October 24, 2024, the Company issued a press release announcing the appointment of Kevin G. Frey to the Board of Directors of the Company and Farmers & Merchants State Bank along with the retirement of Dr. K. Brad Stamm from those same boards. A copy of the press release is attached hereto as Exhibit 99 and incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
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99 |
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: October 24, 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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