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 | ||||||
Exhibit 99
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NEWS RELEASE | |||
| Post Office Box 216 307 North Defiance Street Archbold, Ohio 43502 |
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| Farmers & Merchants Contacts | ||
| Company Contact: | Investor and Media Contact: | |
| Lars B. Eller President and Chief Executive Officer Farmers & Merchants Bancorp, Inc. (419) 446-2501 leller@fm.bank |
Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com | |
Farmers & Merchants Bancorp, Inc. Receives Regulatory Approval
For Perpetual Federal Savings Bank Acquisition
David Vernon Elected to Farmers & Merchants’ Board of Directors
ARCHBOLD, OHIO, September 21, 2021, Farmers & Merchants Bancorp, Inc. (“F&M”, “FMAO”, or the “Company”) (Nasdaq: FMAO), the holding company for Farmers & Merchants State Bank, announced today that it has received regulatory approvals for the acquisition of Perpetual Federal Savings Bank of Urbana (“PFSB”). In addition, F&M announced that David Vernon, a current Director of PFSB, will join F&M’s Board of Directors upon the completion of the transaction.
Lars Eller, President and CEO of F&M, stated, “I am excited that we will be able to close the PFSB acquisition in under six months demonstrating our growing track record of quickly completing and integrating acquisitions. Of the approximately 64% of votes cast by PFSB shareholders, nearly 98% voted in favor of the transaction. In addition, we recently received the final regulatory approval by the state of Ohio and we intend to complete the acquisition of PFSB on October 1, 2021.”
“I am also happy to announce that David Vernon has been elected to F&M’s Board. Dave and his family operate Vernon Family Funeral Homes in Champaign County, Ohio and are active in numerous organizations throughout Champaign County. As a long standing PFSB director, I look forward to Dave’s continued contributions as a member of F&M’s Board. On behalf of everyone at F&M, we look forward to welcoming PFSB’s customers, employees, and shareholders to the F&M family.”
Dave Vernon stated “PFSB’s customers will benefit from F&M’s expanded banking services and a growing network of offices, while still enjoying the partnership of a community oriented financial institution. I am proud to join the F&M Board and I remain committed to serving our customers, employees and shareholders.”
About Farmers & Merchants State Bank:
The Farmers & Merchants State Bank is a local independent community bank that has been serving Northwest Ohio and Northeast Indiana since 1897. The Farmers & Merchants State Bank provides commercial banking, retail banking and other financial services. Our locations are in Champaign, Fulton, Defiance, Hancock, Henry, Lucas, Williams, and Wood counties in Western Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay, and Steuben counties.
Safe harbor statement
Farmers & Merchants Bancorp, Inc. (“F&M”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by F&M, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking
conditions, competitive factors specific to markets in which F&M and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions, capital market conditions, or the effects of the COVID-19 pandemic, and its impacts on our credit quality and business operations, as well as its impact on general economic and financial market conditions. F&M assumes no responsibility to update this information. For more details, please refer to F&M’s SEC filing, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. Such filings can be viewed at the SEC’s website, www.sec.gov or through F&M’s website www.fm.bank.