8-K
Farmers & Merchants Bancshares, Inc. (FMFG)
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): January 20, 2022
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-55756 | 81-3605835 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission file number) | (IRS Employer<br><br> <br>Identification No.) |
| 4510 Lower Beckleysville Road, Suite H, Hampstead, MD | 21074 | |
| (Address of principal executive offices) | (Zip Code) |
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 January 20, 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 James R. Bosley, Jr. intends to retire as the President and Chief Executive Officer of the Company and the Bank 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:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated January 20, 2022 (filed herewith) |
| --- | --- |
| 104 | Cover page interactive data file (embedded within the iXBRL 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 duly authorized.
| FARMERS AND MERCHANTS BANCSHARES, INC. | ||
|---|---|---|
| Dated: January 20, 2022 | By: | /s/ James R. Bosley, Jr. |
| James R. Bosley, Jr. | ||
| President & CEO |
ex_326094.htm
Exhibit 99.1
| FOR IMMEDIATE RELEASE | FOR FURTHER INFORMATION CONTACT: |
|---|---|
| January 20, 2022 | |
| Farmers and Merchants Bancshares, Inc. | Contact: Mr. James R. Bosley, Jr. |
| 4510 Lower Beckleysville Rd, Suite H | President |
| Hampstead, Maryland 21074 | (410) 374-1510, ext.104 |
FARMERS AND MERCHANTS BANCSHARES, INC. AND FARMERS AND MERCHANTS BANK ANNOUNCE THE PLANNED RETIREMENT OF PRESIDENT & CHIEF EXECUTIVE OFFICER JAMES R. BOSLEY JR.
HAMPSTEAD, MD – January 20, 2022, Farmers and Merchants Bancshares, Inc. and Farmers and Merchants Bank (collectively, “Farmers”) announce that James R. Bosley, Jr. intends to retire as Farmers’ President & Chief Executive Officer effective at the close of business on December 31, 2022. Mr. Bosley recently informed the Board of Directors of his retirement plans in order to allow for an orderly transition. Mr. Bosley, age 60, joined the organization in 1983 and became its President & Chief Executive Officer in 1995.
“Jim Bosley has led Farmers for the past 27 years. During this time, he has helped to build the company into a high-performing, community-centric bank that is relationship-focused and aligned to the needs of all stakeholders” stated Bruce Schindler, Chairman of Farmers’ boards of directors. “It has been a pleasure to work with Jim over the years and having the privilege to observe his tireless work ethic and commitment to our bank and the community. We wish him well as he looks forward to retirement.”
In alignment with the long-term executive management succession plans for Farmers, Kaplan Partners, an executive search and board advisory firm headquartered in suburban Philadelphia, has been retained to initiate a formal comprehensive search to identify a successor for Mr. Bosley’s position as President & Chief Executive Officer. Mr. Bosley will continue to serve in his position with Farmers through the search process, as well as assist during the subsequent transition. Mr. Bosley is currently a Class II director of Farmers, with a term expiring in 2024, and he will continue to serve on Farmers’ boards of directors following his retirement.
Farmers and Merchants Bank has remained locally owned, operated and headquartered in Hampstead, Maryland, with retail banking offices in Baltimore and Carroll Counties. A public banking institution founded in 1919, our independence has allowed us to provide customers with a team of local bank professionals that care deeply about our customers and their personal and business success. The Board and staff look forward to continuing this longstanding tradition.