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): May 24, 2022

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:

☐         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 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 (§ 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 8.01. Other Events.

On May 24, 2022, Farmers and Merchants Bancshares, Inc. (the “Company”) and its bank subsidiary, Farmers and Merchants Bank (the “Bank”), issued a press release to announce that Gary A. Harris has been selected to replace James R. Bosley, Jr. as the President and Chief Executive Officer of the Company and the Bank when Mr. Bosley retires on December 31, 2022. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

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

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.

ex_379752.htm

Exhibit 99.1

FARMERS AND MERCHANTS BANCSHARES, INC. AND FARMERS AND MERCHANTS BANK ANNOUNCE THAT GARY A. HARRIS WILL BE THE NEXT PRESIDENT AND CEO

HAMPSTEAD, MARYLAND (May 24, 2022) – The Boards of Directors of Farmers and Merchants Bancshares, Inc. (the “Company”), and Farmers and Merchants Bank (the “Bank”) announce that Gary A. Harris has been selected as the next President and CEO. Mr. Harris will replace James R. Bosley, Jr. who announced in January that he would be retiring at the end of 2022. The Board conducted an exhaustive search with the help of Kaplan Partners, a Philadelphia based Executive Recruitment firm. The search spanned the entire East Coast as bankers from Atlanta to Boston were interviewed. Mr. Harris will be only the fifth President in the 102 year history of the Bank.

Mr. Harris’s banking career began in 1990.  He joined the Bank in 2008 as Vice President – Commercial Banking. He was promoted to Senior Vice President – Commercial Banking in 2016. In 2021 he was promoted to Executive Vice President – Chief Lending Officer. During his 14 year career with the Bank Mr. Harris has been one of the Bank’s top producers each year. He currently serves on the Executive Committee, Strategic Growth Committee, Asset-Liability Committee and the Officer’s Loan Committee.  He holds a B.S. Degree in Economics from Towson State University.

Mr. Harris will become President of the Company and the Bank effective July 1, 2022. Mr. Bosley will remain the CEO of the Company and the Bank until he retires on December 31, 2022. On January 1, 2023, Mr. Harris will become President and CEO of the Company and the Bank.

Bruce Schindler, Chairman of the Company’s and the Bank’s Boards of Directors, commented “After a thorough search, the Board is very confident in its selection of Gary Harris as our next President. Mr. Harris has demonstrated strong leadership qualities along with being a top producer for the Bank for many years. The Board looks forward to working with him.”

About the Company

The Company is a financial holding company and the parent of the Bank. The Bank was chartered in Maryland in 1919 and has over 102 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”.