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) January 31, 2020
Farmers & Merchants Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Ohio |
001-38084 |
34-1469491 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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of Incorporation) |
File Number) |
Identification No.) |
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307 North Defiance Street, Archbold, Ohio |
43502 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's Telephone Number, including Area Code (419) 446-2501
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of Each Exchange |
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Common Stock, No Par Value |
FMAO |
NASDAQ Capital Market |
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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
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. ☐
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.
Effective January 31, 2020, Todd A. Graham retired from his position as the Chief Lending Officer of the Company’s wholly-owned commercial bank subsidiary, Farmers & Merchants State Bank (the “Bank”).
ITEM 8.01. Other Events
On January 31, 2020, the Company issued a press release announcing the retirement of Todd A. Graham as Chief Lending Officer of the Bank. The press release also noted that Rex D. Rice will assume the position as the Bank’s Chief Lending Officer effective January 31, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits
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(d) |
Exhibits. |
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Exhibit Number |
Exhibit |
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99.1 |
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.
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FARMERS & MERCHANTS BANCORP, INC. |
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(Registrant) |
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Dated: January 31, 2020 |
/s/ Lars B. Eller |
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Lars B. Eller |
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President and Chief Executive Officer |
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/s/ Barbara J. Britenriker |
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Barbara J. Britenriker |
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Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
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Post Office Box 216 307 North Defiance Street Archbold, Ohio 43502 |
NEWS RELEASE |
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Company Contact: |
Investor and Media Contact: |
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Marty Filogamo Senior Vice President – Marketing Manager Farmers & Merchants Bancorp, Inc. (419) 445-3501 ext. 15435 mfilogamo@fm.bank |
Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com |
Farmers & Merchants State Bank Announces the Appointment of Rex D. Rice as
Chief Lending Officer and the Retirement of Todd A. Graham
ARCHBOLD, Ohio Farmers & Merchants Bancorp, Inc. (“F&M”) (Nasdaq-Capital Market: FMAO), the holding company for Farmers & Merchants State Bank (the “Bank”), announced that Rex D. Rice has been appointed as the Chief Lending Officer of the Bank. Mr. Rice will replace Todd A. Graham who is retiring.
Mr. Rice has been with the bank since 1981. He earned his bachelor’s degree from Bowling Green State University and is a graduate of the Graduate School of Banking in Madison Wisconsin. Mr. Rice will oversee a $1.2 billion loan portfolio with thirty-two Commercial and Agriculture Lenders in Ohio, Indiana and Michigan.
Mr. Graham joined the bank in 2008 and will be retiring at the end of January 2020.
About Farmers & Merchants Bancorp, Inc.:
Farmers & Merchants Bancorp, Inc., Archbold, Ohio, is the holding company of Farmers & Merchants State Bank (the “Bank”), which was established in 1897. The Bank serves the financial needs of individuals, farmers, businesses, and industries by offering traditional banking products, as well as online, mobile and telephone banking products. F&M’s common shares are traded on the NASDAQ Capital Market exchange under the symbol “FMAO.” Additional information on F&M may be found on its website: www.fm.bank.com.
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.