Farmers & Merchants Bancorp 8-K, filed Dec 3, 2024
Farmers & Merchants Bancorp (FMCB)
8-K
2024-12-03
For: 2024-12-03
View Original
Added on
April 04, 2026
About this 8-K
Farmers & Merchants Bancorp filed this 8-K on December 3, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): December 3, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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As previously disclosed on September 9, 2024, Deborah Skinner, Executive Vice President and Chief Administrative Officer of Farmers & Merchants Bancorp (the
“Company”) announced her intention to retire effective December 31, 2024. As an update to that announcement, the Company announced today that Troy D. Harper, age 57 will join the Company as its Executive Vice President and Chief Administrative
Officer, effective December 9, 2024. Mr. Harper will succeed Ms. Skinner, who has served as Chief Administrative Officer of the Company over the past 24 years.
Mr. Harper brings over 30 years of operational expertise in financial services to the Company, including more than 20 years in commercial and retail banking. Prior to
joining the Company, he was Executive Vice President, Chief Information & Operations Officer, for HomeStreet Bank, where he led deposit, loan, and treasury management operations, IT, corporate real estate, and security. His career experience
includes additional banking and operational roles at the FDIC, Pierce Commercial Bank, CGI Group, and Deloitte Consulting. He received a B.S. in finance and accounting management from Northeastern University.
There are no arrangements or understandings between Mr. Harper and any other persons pursuant to which Mr. Harper was named an executive officer of the Company. There
are no family relationships between Mr. Harper and any of the Company’s directors or executive officers, and Mr. Harper does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under
Item 404(a) of Regulation S-K.
Mr. Harper will work closely with Ms. Skinner through year end, to ensure a seamless transition.
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Item 7.01
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Regulation FD Disclosure.
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On December 3, 2024, the Company issued a press release announcing the appointment of Mr. Harper as Executive Vice President and Chief Administrative Officer of the
Company. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description
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Press release, dated December 3, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 | |||
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/s/ Bart R. Olson | ||
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| Bart R. Olson | |||
| Executive Vice President & Chief Financial Officer | |||
| Date: December 3, 2024 | |||
Exhibit 99.1
Farmers & Merchants Bancorp (FMCB) Announces Retirement of the Chief Administrative Officer and Appointment of New Chief Administrative
Officer
Farmers & Merchants Bancorp (OTCQX: FMCB) announced today that Deborah Skinner, Executive Vice President and Chief Administrative Officer, will be retiring effective December 31, 2024, after 24 years with
Farmers & Merchants Bank of Central California. The Company previously announced her intention to retire back on September 9, 2024. Ms. Skinner will remain with the Company through year-end to assist with the transition.
"On behalf of the entire team at FMCB and the Board of Directors, I want to thank Debbie for her leadership and dedication to our company,” said Kent A. Steinwert,
Chairman, President and Chief Executive Officer of FMCB. “During her time with the Company, Debbie has been vital to the development and successful execution of our business operations and strategy. I also want to personally thank Debbie for being
a trusted advisor to me and true business partner to our management team. We all wish her a happy and well-deserved retirement.”
The Company also announced that Troy D. Harper will join the Company as its Executive Vice President and Chief Administrative Officer effective December 9, 2024. Mr.
Harper brings over 30 years of operational expertise in financial services to FMCB, including more than 20 years in commercial and retail banking. Prior to joining FMCB, he was Executive Vice President, Chief Information & Operations Officer
for HomeStreet Bank, where he led deposit, loan, and treasury management operations, IT, corporate real estate, and security. His career experience includes additional banking and operational roles at the FDIC, Pierce Commercial Bank, CGI Group,
and Deloitte Consulting. He received a B.S. in finance and accounting management from Northeastern University. Mr. Harper will work closely with Ms. Skinner until her retirement at year-end to ensure a seamless transition.
“As we continue to expand our organization, it’s important that we add highly accomplished, talented, and experienced people to our executive leadership team. Troy
brings a depth and breadth of operations and IT experience to the Company that will enrich the management team, while enabling us to execute successfully on our objectives in 2025 and beyond,” stated Mr. Steinwert.
About Farmers & Merchants Bancorp
Farmers & Merchants Bancorp, trades on the OTCQX under the symbol FMCB, and is the parent company of Farmers & Merchants Bank of Central California, also known
as F&M Bank. Founded in 1916, F&M Bank is a locally owned and operated community bank, which proudly serves California through 33 convenient locations. F&M Bank is financially strong, with $5.4 billion in assets, and is consistently
recognized as one of the nation's safest banks by national bank rating firms. The Bank has maintained a 5-Star rating from BauerFinancial for 34 consecutive years, longer than any other commercial bank in the State of California.
Farmers & Merchants Bancorp has paid dividends for 89 consecutive years and has increased dividends for 59 consecutive years. As a result, Farmers & Merchants
Bancorp is a member of a select group of only 56 publicly traded companies referred to as “Dividend Kings,” and is ranked 17th in that group based on consecutive years of dividend increases. A “Dividend King” is a stock with 50 or more
consecutive years of dividend increase.
In August 2024, Farmers & Merchants Bancorp was named by Bank Director’s Magazine as the #2 best performing bank in the nation across all asset categories in their
annual “Ranking Banking” study of the top performing banks for 2023. Last year the Bank was named by Bank Director’s Magazine as the #1 best performing bank in the nation across all asset categories in their annual “Ranking Banking” study of the
top performing banks for 2022.
In April 2024, F&M Bank was ranked 6th on Forbes Magazine’s list of "America’s Best Banks" in 2023. Forbes’ annual “America’s Best Banks” list looks at
ten metrics measuring growth, credit quality, profitability, and capital for the 2023 calendar year, as well as stock performance in the 12 months through March 18, 2024.
In December 2023, F&M Bank was ranked 4th on S&P Global Market Intelligence's “Top 50 List of Best-Performing Community Banks” in the US with
assets between $3.0 billion and $10.0 billion for 2023. S&P Global Market Intelligence ranks financial institutions based on several key factors including financial returns, growth, and balance sheet risk profile.
In October 2021, F&M Bank was named the “Best Community Bank in California” by Newsweek magazine. Newsweek’s ranking recognizes those financial institutions that
best serve their customers’ needs in each state. This recognition speaks to the superior customer service the F&M Bank team members provide to its clients.
F&M Bank is the 15th largest bank lender to agriculture in the United States. F&M Bank operates in the mid-Central Valley of California, including
Sacramento, San Joaquin, Solano, Stanislaus, and Merced counties and the east region of the San Francisco Bay Area, including Napa, Alameda and Contra Costa counties.
F&M Bank was inducted into the National Agriculture Science Center’s “Ag Hall of Fame” at the end of 2021 for providing resources, financial advice, guidance, and
support to the agribusiness communities as well as to students in the next generation of agribusiness workforce. F&M Bank is dedicated to helping California remain the premier agricultural region in the world and will continue to work with the
next generation of farmers, ranchers, and processors. F&M Bank remains committed to servicing the needs of agribusiness in California as has been the case since its founding over 108 years ago.
F&M Bank offers a full complement of loan, deposit, equipment leasing and treasury management products to businesses, as well as a full suite of consumer banking
products. The FDIC awarded F&M Bank the highest possible rating of "Outstanding" in their last Community Reinvestment Act (“CRA”) evaluation.
Forward-Looking Statements
This press release may contain certain forward-looking statements that are based on management's current expectations regarding the Company’s financial performance.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional
verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements in this press release include, without limitation, statements regarding management team changes and their anticipated impact on the Company, and the Company’s
expansion and its ability to execute on strategic objectives. These forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and which could cause future events or results to be materially
different from those stated or implied in this document. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk factors and other important
factors detailed in the Company’s Form 10-K, Form 10-Qs, and various other securities law filings made periodically by the Company, copies of which are available from the Company’s website. The Company undertakes no obligation to publicly update
these forward-looking statements whether as a result of new information, future developments or otherwise, except as required by applicable law.
For more information about Farmers & Merchants Bancorp and F&M Bank, visit fmbonline.com.