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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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 May 17, 2025. At the annual meeting, we asked our common shareholders to vote on the following four proposals:
· | to elect directors to serve a three-year term (Proposal 1); |
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· | to ratify of the appointment of Elliott Davis, LLC as our independent registered public accounting firm for 2025 (Proposal 2); |
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· | to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) (Proposal 3); and |
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· | to determine, in an advisory vote, whether the shareholder vote on executive compensation will occur every 1, 2, or 3 years. |
The final voting results for the meeting are as follows, rounded down to the nearest whole share:
Proposal 1: Election of Directors
The following directors were elected with the following votes to serve until the 2028 annual meeting of shareholders, or until their successor is duly elected and qualified.
Nominees |
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| Votes Withheld |
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| Broker Non-Votes |
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Edward Ray Burkholder |
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| 1,503,595 |
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| 39,183 |
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| 893,399 |
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Neil A. Houff |
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| 1,515,651 |
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| 27,127 |
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| 893,399 |
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Michael W. Pugh |
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| 1,470,279 |
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| 72,499 |
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| 893,399 |
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Christopher S. Runion |
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| 1,484,231 |
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| 58,547 |
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| 893,399 |
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Proposal 2: Ratification of Appointment of Elliott Davis, LLC
The appointment of Elliott Davis, LLC as our independent registered public accounting firm for 2025 was approved with the following votes:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
2,431,612 |
| 2,931 |
| 1,634 |
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Proposal 3: Say on Pay
The compensation of our named executive officers was approved with the following non-binding votes:
Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
1,383,180 |
| 134,950 |
| 24,648 |
| 893,399 |
Proposal 4: Frequency of Say on Pay Vote
1 Year |
| 2 Years |
| 3 Years |
| Abstain |
1,346,672 |
| 12,288 |
| 95,591 |
| 88,227 |
In accordance with the voting results for this proposal, the Company’s Board of Directors has determined that future shareholder advisory votes on executive compensation will be held every year.
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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. |
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Date: May 21, 2025 | By: | /S/ Lisa F. Campbell |
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| Lisa F. Campbell Executive Vice President and Chief Financial Officer |
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