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) September 9, 2012
Farmers & Merchants Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 000-14492 | 34-1469491 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
| 307 North Defiance Street, Archbold, Ohio | 43502 | |||
| (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)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 9, 2012, Merle J. Short retired from the Company’s Board of Directors in accordance with the mandatory retirement provisions contained in the Company’s governing documents. Mr. Short has been a valued member of the Company’s Board of Directors since 1987.
Effective October 19, 2012, the Board of Directors appointed Darryl Faye to serve the remainder of Mr. Short’s term, which will expire in 2013. Mr. Faye resides in Angola, Indiana with his wife of 43 years, Catherine. Recently retired CFO of Cameron Memorial Hospital in Angola, he held this position for the past five (5) years. He has spent 43 years in health care financial management, mostly in the Chicago area which included serving as Controller for the Shriners Hospital for Crippled Children. He served with the Army Infantry in Vietnam and received the Bronze Star. Mr. Faye is a graduate of Lewis University, Lockport, IL.
As a member of the Company’s Board of Directors, Mr. Faye 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 monthly retainer for Board service is $750, with the Chairman receiving a monthly retainer of $1000. A $600 fee is paid to a director for each Board meeting attended. Meeting fees ranging from $350 to $600 are paid for each committee meeting attended depending upon the demands of the committee. At this time, it is not known on which committees of the Boards of Directors Mr. Faye will serve.
In addition, the Company, through the Bank, generally 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.
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: October 19, 2012 | /s/ Paul S. Siebenmorgen | |||||
| Paul S. Siebenmorgen | ||||||
| President & Chief Executive Officer | ||||||
| /s/ Barbara J. Britenriker | ||||||
| Barbara J. Britenriker | ||||||
| Executive Vice President & | ||||||
| Chief Financial Officer | ||||||