F&M Bank Corp. Files 8-K with Accountant, Bylaw, and Financial Updates
Ticker: FMBM · Form: 8-K · Filed: Jan 28, 2025 · CIK: 740806
| Field | Detail |
|---|---|
| Company | F&M Bank Corp (FMBM) |
| Form Type | 8-K |
| Filed Date | Jan 28, 2025 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, financial-reporting, regulatory-filing
TL;DR
F&M Bank Corp. filed an 8-K on Jan 23rd for accountant, bylaws, and financial updates. No major drama yet.
AI Summary
F&M Bank Corp. filed an 8-K on January 28, 2025, reporting events that occurred on January 23, 2025. The filing indicates changes related to the registrant's certifying accountant, amendments to its articles of incorporation or bylaws, and financial statements and exhibits. Specific details on these changes were not provided in the excerpt.
Why It Matters
This filing signals potential changes in F&M Bank Corp.'s auditing firm or corporate governance, which could impact financial reporting transparency and regulatory compliance.
Risk Assessment
Risk Level: low — The filing is a standard 8-K reporting routine corporate events without immediate negative financial implications.
Key Players & Entities
- F&M Bank Corp. (company) — Registrant
- January 23, 2025 (date) — Earliest event reported
- January 28, 2025 (date) — Date of report
FAQ
What specific changes were made to F&M Bank Corp.'s certifying accountant?
The filing indicates a change in the registrant's certifying accountant but does not specify the name of the new accountant or the reasons for the change.
Were there any amendments to F&M Bank Corp.'s articles of incorporation or bylaws?
Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item of information, but the details of these amendments are not provided in the excerpt.
What financial statements and exhibits are included with this 8-K filing?
The filing states that 'Financial Statements and Exhibits' are included, but the specific content of these documents is not detailed in the provided text.
What is the principal executive office address and phone number for F&M Bank Corp.?
The principal executive offices are located at P.O. Box 1111, Timberville, Virginia 22853, and the telephone number is (540) 896-8941.
What is F&M Bank Corp.'s fiscal year end?
F&M Bank Corp.'s fiscal year ends on December 31.
Filing Stats: 1,308 words · 5 min read · ~4 pages · Grade level 11.4 · Accepted 2025-01-28 16:17:50
Filing Documents
- fmbm_8k.htm (8-K) — 33KB
- fmbm_ex31.htm (EX-3.1) — 61KB
- fmbm_ex161.htm (EX-16.1) — 1KB
- fmbm_ex161img1.jpg (GRAPHIC) — 5KB
- fmbm_ex161img2.jpg (GRAPHIC) — 5KB
- 0001654954-25-000872.txt ( ) — 239KB
- fmbm-20250123.xsd (EX-101.SCH) — 6KB
- fmbm-20250123_lab.xml (EX-101.LAB) — 13KB
- fmbm-20250123_cal.xml (EX-101.CAL) — 1KB
- fmbm-20250123_pre.xml (EX-101.PRE) — 8KB
- fmbm-20250123_def.xml (EX-101.DEF) — 2KB
- fmbm_8k_htm.xml (XML) — 3KB
01. Changes in Registrant's Certifying Accountant
Item 4.01. Changes in Registrant's Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On January 23, 2025 (the "Notice Date"), F & M Bank Corp. (the "Company") notified Yount, Hyde & Barbour, P.C. ("YHB") of its dismissal as the Company's independent registered public accounting firm effective as of the date YHB completes its audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2024. The decision to dismiss YHB was approved by the Audit Committee of the Company's Board of Directors. The dismissal was not related to any disagreement with YHB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The audit reports of YHB on the consolidated financial statements of the Company for each of the past two fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's two most recent fiscal years ended December 31, 2024 and December 31, 2023 and the subsequent interim period from January 1, 2025 through the Notice Date: (i) there were no disagreements with YHB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to YHB's satisfaction, would have caused YHB to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Securities and Exchange Commission ("SEC") Regulation S-K. Before filing this Current Report on Form 8-K with the SEC, the Company provided YHB with a copy of the disclosures contained in this Item 4.01(a) and requested that YHB issue a letter, addressed to the SEC, stating whether YHB agrees with the statements contained in this Item 4.01(a). A copy of YHB'
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 23, 2025, the Board of Directors of the Company amended and restated the Company's Bylaws (as so amended, the "Bylaws"), effective immediately. The following is a summary of the amendments, which is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Article I, Section 1.5 (formerly Section 1.4). The amendments add a provision that requires shareholders directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board of Directors. Article I, Section 1.7. The amendments consolidate the provisions regarding notice of shareholder business and director nominations (formerly found in Article II, Section 2.5) into Article I, Section 1.7. The amendments update certain procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of proposals for other business made in connection with meetings of shareholders, including adding new provisions to address requirements related to the use of universal proxy cards adopted by the SEC under Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including to address the effect of noncompliance with Rule 14a-19. Under the amendments, a shareholder's notice of intent to bring business or a director nomination before an annual meeting must be submitted not less than 90 nor more than 135 days prior to the date of the scheduled annual meeting. Under the prior Bylaws, shareholders were required to submit such notice not less than 60 nor more than 90 days prior to the annual meeting. Article IV, Sections 4.1, 4.2, 4.5, and 4.6. The amendments update Article IV to provide for uncertificated shares of the Company's capital stock. Article V, Section
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws of F & M Bank Corp., effective as of January 23, 2025 16.1 Letter of Yount, Hyde & Barbour, P.C., dated January 28, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
SIGNATURES
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 duly authorized. F & M Bank Corp. By: /s/ Lisa F. Campbell Lisa F. Campbell Executive Vice President and Chief Financial Officer Date: January 28, 2025 4