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) February 1, 2019

 

Farmers & Merchants Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Registrant's Telephone Number, including Area Code (419) 446-2501

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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.  ☐

 

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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 February 5, 2019, Farmers & Merchants Bancorp, Inc. (“F&M”) announced that Paul S. Siebenmorgen, President and Chief Executive Officer of F&M, has retired from those positions with the company.  Mr. Siebenmorgen will continue to serve as a member of the Board of Directors of both F&M and The Farmers & Merchants State Bank (the “Bank”), the wholly-owned subsidiary of F&M.

Consistent with the previously announced succession plan, Lars B. Eller, who was retained as the President and Chief Executive Officer of the Bank on September 13, 2018, has assumed the additional positions of President and Chief Executive Officer of F&M formerly held by Mr. Siebenmorgen as of February 1, 2019.  Mr. Eller will continue as a director of both F&M and the Bank.  Information concerning Mr. Eller, including a copy of the employment agreement between the Bank and Mr. Eller, was previously filed with the Commission on Form 8-K on September 13, 2018.

 

ITEM 8.01.   Other Events

On February 5, 2019, F&M issued a press release announcing the retirement of Paul S. Siebenmorgen as President and Chief Executive Officer of the company but confirming that he will continue on the Board of Directors of F&M and the Bank.  The press release also noted that Lars B. Eller will assume the additional positions of President and Chief Executive Officer of F&M and will continue to retain the positions of President and Chief Executive Officer of the Bank.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

ITEM 9.01.   Financial Statements and Exhibits

 

 

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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 authorized.

 

 

Exhibit 99.1

 

 

 

Farmers & Merchants Bancorp, Inc. Announces the Retirement of Paul S. Siebenmorgen

President and Chief Executive Officer

 

ARCHBOLD, OHIO, February 5, 2019. Farmers & Merchants Bancorp, Inc. (“F&M”) (NASDAQ: FMAO), the holding company for the Farmers & Merchants State Bank, today announced the retirement of Paul S. Siebenmorgen as President and Chief Executive Officer.  Mr. Siebenmorgen will remain a director of the Company.  

 

Concurrently with Mr. Siebenmorgen’s retirement, Lars B. Eller has been appointed as the President and Chief Executive Officer of Farmers & Merchants Bancorp, Inc. Mr. Eller joined F&M in September 2018 as President and Chief Executive Officer of Farmers & Merchants State Bank.  

 

Jack C. Johnson, Chairman of the Board, stated, “Paul has done a tremendous job creating value for our employees, customers, communities, and shareholders. Since joining the Company in June 2004, F&M’s footprint has increased from 14 offices to 30 offices today, our asset size almost doubled, and full year net income is up 174.31% through the end of December 2018. We also listed on the Nasdaq Stock Market and completed the transformative acquisition of Limberlost Bancshares, Inc.  These are incredible achievements and on behalf of everyone at F&M, I’d like to thank Paul for his more than 14 years of service.  I look forward to Paul’s continued leadership as a director of the Company and wish him well on his retirement.”

 

Mr. Siebenmorgen, stated, “I have thoroughly enjoyed working with F&M’s talented associates, dedicated customers, and supportive shareholders.  I look forward to continuing to serve F&M as a director and am thrilled by the opportunities that lay ahead for our great company.”  

 

Mr. Johnson continued, “Since joining F&M in September 2018, Lars has quickly become a valuable part of F&M’s leadership team.  He is a proven leader and I am excited to work with him as he executes F&M’s long-term growth strategy.”  

 

Lars B. Eller, President and Chief Executive Officer, stated, “I am extremely honored by my appointment as President and Chief Executive Officer of F&M.  This is an exciting time at the Company as we focus on integrating the Limberlost acquisition, continuing our geographic expansion, and investing in new ways to engage with and provide value for our customers.  F&M is a strong and growing community bank, with multiple opportunities to create long-term value for our employees, customers, communities, and shareholders.”  

 

 

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About Farmers & Merchants Bancorp, Inc.:

Farmers & Merchants Bancorp, Inc. (“F&M”) (NASDAQ: FMAO), is the holding company for the Farmers & Merchants State Bank, 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 through its 30 offices. Our locations are in Fulton, Defiance, Hancock, Henry, Lucas, Williams, and Wood counties in Northwest Ohio. In Northeast Indiana, we have offices located in Adams, Allen, DeKalb, Jay and Steuben counties.

 

Safe Harbor Statement:

Statements made in this news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.  These statements are subject to certain risks and uncertainties including, but not limited to, the successful completion and integration of the transaction contemplated in this release, which includes the retention of the acquired customer relationships, adverse changes in economic conditions, the impact of competitive products and pricing and the other risks set forth in the F&M’s filings with the SEC.  As a result, actual results may differ materially from the forward-looking statements in this news release.

 

F&M encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance.  F&M undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements.  Copies of documents filed with the SEC are available free of charge at the SEC’s website at http://www.sec.gov and/or from F&M’s website