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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2021, the Board of Directors of Farmers & Merchants Bancorp, Inc. (the “Company”) determined to appoint David P. Vernon to its Board of Directors effective as of the consummation of the merger of Perpetual Federal Savings Bank of Urbana (“Perpetual”) with and into Farmers & Merchants State Bank (the “Bank”), the Company’s wholly-owned commercial bank subsidiary, which is expected to close on October 1, 2021. Mr. Vernon is the owner and operator of Vernon Family Funeral Homes in Champaign County, Ohio.
As a member of the Company’s Board of Directors, Mr. Vernon will receive fees in accordance with those paid to non-employee members of the Company’s Board of Directors in general. Cash compensation is paid to directors in the form of retainers and meeting fees. The standard annual cash retainer for Board service is $25,000. An $800 fee is paid to a director for each Board meeting attended and a $600 fee is paid for each committee meeting. Each director is also paid an annual retainer in Company stock, valued at $4,000, under the Company’s Long-Term Stock Incentive Plan. The committees of the Boards of Directors on which Mr. Vernon will serve have not yet been determined.
In addition, the Company, through the Bank, regularly engages in the lending of money to Directors and executive officers, including their related interests. All such loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability or present other unfavorable features.
Item 8.01. Other Events.
On September 21, 2021, the Company issued a press release announcing the receipt of Federal and State regulatory approvals for its pending acquisition of Perpetual (the “Acquisition”), which is anticipated to close on October 1, 2021, and the related approval for the Acquisition by Perpetual’s shareholders. A copy of the press release is furnished herewith as Exhibit 99.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
The following exhibits are furnished herewith:
| Exhibit |
Exhibit Description | |
| 99 | Press release, dated September 21, 2021 | |
| 104 | The Cover Page Interactive Data File (embedded within the Inline XBRL 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 authorized.
| FARMERS & MERCHANTS | ||||||
| BANCORP, INC. | ||||||
| (Registrant) | ||||||
| Dated: September 21, 2021 |
/s/ Lars B. Eller | |||||
| Lars B. Eller | ||||||
| President & Chief Executive Officer | ||||||
| /s/ Barbara J. Britenriker | ||||||
| Barbara J. Britenriker | ||||||
| Executive Vice President & Chief Financial Officer | ||||||