UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
F & M Bank Corp. (the “Company”) held its Annual Meeting of Shareholders on July 29, 2023 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company elected four directors to serve a three-year term, approved the ratification of the appointment of Yount, Hyde & Barbour P.C. as the Company’s independent auditors for the year ending December 31, 2023, and approved the non-binding resolution to endorse the Company’s executive compensation program. The voting results for each proposal are as follows:
1. Election of four directors to each serve a three-year term expiring at the 2026 Annual Meeting:
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| For |
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| Withhold |
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| Broker Non-Vote |
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Hannah W. Hutman |
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| 1,388,717 |
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| 47,302 |
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| 852,751 |
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John A. Willingham |
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| 1,389,004 |
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| 47,015 |
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| 852,751 |
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Dean W. Withers |
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| 1,356,112 |
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| 79,907 |
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| 852,751 |
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Aubrey M. Wilkerson |
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| 1,387,691 |
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| 48,328 |
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| 852,751 |
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2. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent public accountants for the year ending December 31, 2023:
For |
| Against |
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| Abstain |
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2,285,861 |
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| 932 |
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| 1,977 |
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3. Approval, in an advisory (non-binding) vote, of the named executive officers’ executive compensation disclosed in the proxy statement:
For |
| Against |
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| Abstain |
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| Broker Non-Vote |
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1,298,129 |
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| 68,437 |
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| 69,453 |
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| 852,751 |
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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.
F & M Bank Corp. | |||
| Date: August 1, 2023 | By: | /S/ Lisa F. Campbell | |
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| Lisa F. Campbell | |
| Executive Vice President and Chief Financial Officer | |||
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