8-K
FARMERS & MERCHANTS BANCORP (FMCB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 12, 2025
Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)
| Delaware | 000-26099 | 94-3327828 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 111 W. Pine Street, Lodi, California | 95240 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (209) 367-2300
Former name or former address, if changed since last report
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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 Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| None | Not applicable | Not applicable |
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 ☐
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 |
|---|
On May 12, 2025, Farmers & Merchants Bancorp (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for which the Board of Directors solicited proxies. A quorum of stockholders was present, consisting of a total of 415,986 shares or 56.94% of shares outstanding. The following items were voted on during the Meeting:
- Election of Directors
The seven nominees listed below were elected and the results of the election were as follows:
| Votes | Votes | ||
|---|---|---|---|
| Name | For | Withheld | Uncast |
| Edward Corum, Jr. | 408,241 | 7,745 | 0 |
| Stephenson K. Green | 410,620 | 5,366 | 0 |
| Craig W. James | 408,225 | 7,761 | 0 |
| Gary J. Long | 408,140 | 7,846 | 0 |
| Kevin Sanguinetti | 408,248 | 7,738 | 0 |
| Deborah E. Skinner | 407,826 | 8,160 | 0 |
| Kent A. Steinwert | 406,271 | 9,619 | 96 |
SIGNATURE
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.
| FARMERS & MERCHANTS BANCORP | ||
|---|---|---|
| By | /s/ Bart R. Olson | |
| Bart R. Olson | ||
| Executive Vice President | ||
| & Chief Financial Officer | ||
| Date: May 13, 2025 |