8-K

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): August 29, 2023

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (410) 374-1510

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:

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Effective August 29, 2023, the boards of directors of Farmers and Merchants Bancshares, Inc. (the “Company”) and Farmers and Merchants Bank (the “Bank”) elected Robert G. Pollokoff to serve as a director of the Company and the Bank. The boards expect to appoint Mr. Pollokoff to the Directors’ Loan Committee, the Facilities Committee and the Marketing Steering Committee.

Mr. Pollokoff, age 63, is the President and Chief Executive Officer of The Fedder Company, a commercial real estate investment and management company that was founded in the mid 1970s. He began with The Fedder Company in 1984 as Property Manager and was appointed President in 1998. Mr. Pollokoff is a native of Baltimore, Maryland and attended Bucknell University in Lewisburg, Pennsylvania. After graduating in 1981, he began his career at City Federal Financial in New Jersey, where he eventually was an assistant loan officer in their commercial mortgage lending division. In 1990, Mr. Pollokoff received a Masters Degree in Business Administration from Loyola University in Baltimore, Maryland, where he also taught senior finance majors a course in real estate investment.  From 1991 to 1998, Mr. Pollokoff served on the Board of Comprehensive Housing Assistance, Inc., a non-profit agency that provides housing assistance for the elderly as well as first-time home buyers in the Upper Park Heights community of Baltimore, Maryland. He was President from 1997 to 1998. Currently, Mr. Pollokoff serves on the Board of the Associated Jewish Charities, where he is the Chairperson of Funds and Foundations, helping direct donors meet their charitable goals. He has also volunteered his services to Habitat for Humanity.  The boards of directors of the Company and the Bank believe that Mr. Pollokoff’s qualifications to serve as a director include his many years as President and Chief Executive Officer of The Fedder Company, his vast real estate experience and knowledge, his dedicated community involvement, and his experience as a board member of various other organizations.

For his service on the Bank’s board of directors, Mr. Pollokoff will be entitled to receive the same director compensation as that received by other non-employee directors, which is $775 for each meeting of the board of directors attended and $490 for each committee meeting attended. Director compensation is set by the entire board of directors of the Bank. Directors do not receive compensation for serving on the Company’s board of directors.

Mr. Pollokoff has not been, and is not, a party to any transaction with the Company or any of its subsidiaries of the types subject to disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release dated August 31, 2023 regarding the election is filed herewith as Exhibit 99.1.

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Item 9.01. Financial Statements and Exhibits.

The exhibits furnished with this report are listed in the following Exhibit Index:

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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.

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ex_566312.htm

Exhibit 99.1

ROBERT (BOB) POLLOKOFF ACCEPTS POSITION ON FARMERS AND MERCHANTS

BANCSHARES, INC. BOARD OF DIRECTORS

HAMPSTEAD, MARYLAND (August 31, 2023) – Mr. Robert (Bob) Pollokoff has accepted a position on the Boards of Directors of Farmers and Merchants Bancshares, Inc. and its primary subsidiary, Farmers and Merchants Bank (the “Bank”). Mr. Pollokoff is currently the **** President & CEO of The Fedder Company, a commercial real estate investment and management company that was founded in the mid 1970’s. Bob began with the company in 1984 serving as Property Manager, and was appointed President in 1998. Bob is a native of Baltimore, and attended Bucknell University in Lewisburg, PA.  After graduating in 1981 he began his career at City Federal Financial in New Jersey, where he eventually was an assistant loan officer in their commercial mortgage lending division. In 1990 he received a Masters in Business Administration from Loyola University in Baltimore where he also taught senior finance majors a course in real estate investment.  From 1991-1998, Bob served on the Board of Comprehensive Housing Assistance, Inc., a non-profit agency that provides housing assistance for the elderly as well as first-time home buyers in the Upper Park Heights community. He was President from 1997-1998. Currently Bob is on the Board of the Associated Jewish Charities and serves as Chair of Funds and Foundations, helping direct donors meet their charitable goals. Bob has also volunteered his services to Habitat for Humanity. Gary A. Harris, President and CEO commented, “Bob is an accomplished business leader. He will add great value to our board of directors, and the Company and Bank will benefit from his perspective and insight. We are glad to welcome him to the Board of Directors.”

Farmers and Merchants Bancshares, Inc. is a financial holding company and the parent of the Bank. The Bank was chartered in Maryland in 1919 and has over 100 years of service to the community. The Bank serves the deposit and financing needs of both consumers and businesses in Carroll and Baltimore Counties along the Route 30, Route 795, Route 140, and Route 26 corridors. The main office is located in Upperco, Maryland, with seven additional branches in Owings Mills, Hampstead, Greenmount, Reisterstown, Westminster, and Eldersburg. Certain broker-dealers make a market in the common stock of Farmers and Merchants Bancshares, Inc., and trades are reported through the OTC Markets Group’s Pink Market under the symbol “FMFG”.