form8k.htm
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
May 16, 2011
(Date of earliest event reported)
Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000 – 26099
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94-3327828
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(Commission File Number)
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(IRS Employer Identification No.)
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111 West Pine Street, Lodi, California 95240
(Address of principal executive offices) (Zip Code)
(209) 367-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changes 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:
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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))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2011, Farmers & Merchants Bancorp (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for which the Board of Directors solicited proxies. A quorum of stockholders was present, consisting of a total of 450,731 shares or 57.8% of shares outstanding. The following items were voted on during the Meeting:
1. Election of Directors
The seven nominees listed below were elected and the results of the election were as follows:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Stewart C. Adams, Jr.
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442,320 |
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8,411 |
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0 |
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Kevin Sanguinetti
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442,879 |
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7,852 |
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0 |
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Edward Corum, Jr.
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443,299 |
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7,432 |
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0 |
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Bruce A. Mettler
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443,317 |
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7,414 |
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0 |
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Carl Wishek, Jr.
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442,102 |
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8,629 |
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0 |
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Kent A. Steinwert
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435,588 |
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15,143 |
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0 |
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Calvin (Kelly) Suess
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443,328 |
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7,403 |
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0 |
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2. Stockholder Vote on Executive Compensation
In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Act”), the Company asked stockholders to provide advisory (non-binding) approval of executive compensation as described in the “Executive Compensation Discussion and Analysis” section of the 2011 proxy statement. The results of the election were as follows:
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Shares
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For
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419,291 |
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Against
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18,038 |
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Abstain
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13,402 |
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3. Stockholder Vote on Frequency of Stockholder Votes on Executive Compensation
Consistent with the Act, the Company also asked for stockholder input with regard to the frequency of future stockholder advisory (non-binding) votes on our executive compensation programs. The results of the election were as follows:
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Shares
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Three Years
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364,114 |
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Two Years
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17,148 |
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One Year
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40,325 |
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Abstain
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29,144 |
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Based on the stockholder advisory vote at the 2011 Annual Meeting, and the Board’s own recommendation included in the 2011 Proxy Statement, the Board of Directors has determined that Farmers & Merchants Bancorp will include a “Stockholder Vote on Executive Compensation” in the Proxy Statement every three years.
Item 8.01 Other Events
On May 16, 2011, Farmers & Merchants Bancorp announced the Board of Directors’ declaration of a mid-year cash dividend, a copy of which is included as Exhibit 99 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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Press release announcing the Board of Directors of Farmers & Merchants Bancorp’s declaration of a mid-year cash dividend.
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SIGNATURE
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.
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FARMERS & MERCHANTS BANCORP
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By
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/s/ Stephen W. Haley
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Stephen W. Haley
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Executive Vice President
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& Chief Financial Officer
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Date: May 18, 2011