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FMFG Farmers & Merchants Bancshares

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): April 28, 2020

 

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland000-5575681-3605835
(State or other jurisdiction of(Commission file number)(IRS Employer
incorporation or organization) Identification No.)

 

4510 Lower Beckleysville Road, Suite H, Hampstead, MD21074
(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 (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. ☐

 

 

 

Item 5.07     Submission of Matters to a Vote of Security Holders.

 

(a) and (b) Voting Results.

 

At the annual meeting of stockholders of Farmers and Merchants Bancshares, Inc. (the “Company”) held on April 28, 2020, the stockholders voted on the two proposals set forth below. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.

 

Proposal 1 – Election of three nominees to serve on the Company’s Board of Directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified:

 

 

For

Withheld

Broker Non-Votes

James R. Bosley, Jr.

2,251,346

26,512

236,426

Ronald H. Hux.

2,180,454

97,404

236,426

 

Proposal 2 – Adoption of a non-binding advisory resolution approving the compensation paid to the Company’s named executive officers in 2019 (the “Say-on-Pay Vote”):

 

For

Against

Abstain

Broker Non-Votes

2,234,835

6,362

36,661

236,426

 

Proposal 3 – Ratification of the Appointment of Rowles & Company LLP as the Company’s independent registered public accounting firm for 2020:

 

For

Against

Abstain

Broker Non-Votes

2,512,298

1,750

236

-

 

2

 

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: April 29, 2020By:/s/ James R. Bosley, Jr. 
  James R. Bosley, Jr. 
  President & CEO 

 

 

 

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