F&M Bank Corp. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>F&M Bank Corp. will hold its 2024 Annual Meeting of Shareholders on May 18, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

F&M BANK CORP (FMBM) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Annual meeting scheduled for May 18, 2024, at 5:00 p.m. ET in Linville, Virginia. Shareholders will vote on electing three directors for three-year terms expiring in 2027. Proposal to ratify Yount, Hyde & Barbour, P.C. as independent auditors for 2024. Advisory vote to approve named executive officer compensation. Record date for voting is March 28, 2024.

Why It Matters

For investors and stakeholders tracking F&M BANK CORP, this filing contains several important signals. Shareholders have the opportunity to influence the company's governance by electing directors and approving executive compensation. The ratification of the independent auditor ensures financial transparency and compliance.

Risk Assessment

Risk Level: low — F&M BANK CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the proxy materials and vote on the proposed items to exercise their governance rights.

Key Numbers

• 3 — Directors to be elected (For three-year terms expiring in 2027)
• 2024 — Independent auditor year (For ratification of Yount, Hyde & Barbour, P.C.)
• 2023 — Fiscal year end (For the year ended December 31, 2023)
• 2024 — Annual Meeting year (To be held on May 18, 2024)

Key Players & Entities

• F&M Bank Corp. (company) — Registrant and Company Name
• Anne B. Keeler (person) — Director nominee
• Daphyne S. Thomas (person) — Director nominee
• Peter H. Wray (person) — Director nominee
• Yount, Hyde & Barbour, P.C. (company) — Independent registered public accounting firm
• Candy F. Barkley (person) — Corporate Secretary
• March 28, 2024 (date) — Record date for voting
• May 18, 2024 (date) — Annual Meeting date

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC regulations regarding proxy solicitations and shareholder meetings.
• Shareholder Participation [low — operational]: Ensuring adequate shareholder participation and voting is crucial for the validity of the meeting's decisions.

Key Dates

• 2024-03-28: Record Date — Determines which shareholders are entitled to vote at the annual meeting.
• 2024-05-18: Annual Meeting of Shareholders — Date for voting on director elections, auditor ratification, and executive compensation.
• 2024-04-22: Filing Date — Date the definitive proxy statement was filed with the SEC.

Glossary

Proxy Statement

A document filed with the SEC that contains information that shareholders need to vote at a shareholder meeting. (Provides details on proposals, director nominees, and executive compensation for shareholder consideration.)

DEF 14A

A definitive proxy statement filed with the SEC. (This filing type indicates the formal proxy materials are being provided to shareholders.)

Key Financial Figures

• $5.00 — g 3,482,529 shares of its common stock, $5.00 par value per share (the "Common Stock"

Filing Documents

• fmbm_def14a.htm (DEF 14A) — 328KB
• fmbm_def14aimg3.jpg (GRAPHIC) — 45KB
• fmbm_def14aimg4.jpg (GRAPHIC) — 48KB
• fmbm_def14aimg5.jpg (GRAPHIC) — 131KB
• fmbm_def14aimg6.jpg (GRAPHIC) — 156KB
• 0001654954-24-004836.txt (&nbsp;) — 853KB

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information as of March 28, 2024 regarding the number of shares of Common Stock beneficially owned by each director, each named executive officer (see "Executive Compensation") and by all directors and executive officers as a group. Unless otherwise indicated, all shares are owned directly, and the named person possesses sole voting and sole investment power with respect to all such shares. Name of Beneficial Owner Amount and Nature of Beneficial Percent of Class Edward Ray Burkholder 174,416 (2) 5.01 % Larry A. Caplinger 189,149 (3) 5.43 % Hannah W. Hutman 1,591 * Anne B. Keeler 1,321 * Michael W. Pugh 12,921 (4) * Christopher S. Runion 6,944 (5) * Daphyne Thomas 397 * John A. Willingham 15,003 * Dean W. Withers 48,441 (6) 1.39 % Peter H. Wray 4,991 * Barton E. Black 180,527 (7) 5.18 % Aubrey Michael Wilkerson 18,922 (8) * Directors and executive officers as a group (18 individuals) 371,432 (9) 10.67 % ____________ * Represents less than 1% of the Common Stock. (1) Based on 3,482,529 shares of Common Stock issued and outstanding on March 28, 2024. For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general, a person is deemed to be the beneficial owner of a security if he has, or shares, the power to vote, or direct the voting, of the security or the power to dispose of, or direct, the disposition of the security, or if he has the right to acquire beneficial ownership of the security within 60 days. (2) Includes 170,905 shares owned by the Company's Stock Bonus Plan over which Mr. Burkholder has voting power in his capacity as plan trustee. (3) Includes 7,586 shares owned jointly with his spouse, 6,114 shares in Mr. Caplinger's Traditional IRA, 573 shares indirectly held for Mr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth information, as of March 28, 2024, unless otherwise noted, regarding the number of shares of Common Stock beneficially owned by all persons known by us who own, or will own under certain conditions, five percent or more of our outstanding shares of Common Stock. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class (1) Fourthstone LLC L. Phillip Stone, IV, Managing Member and Beneficial Owner 575 Maryville Centre Drive, Suite 110 St. Louis, MO 63141 302,178 (2) 8.68 % Barton E. Black P. O. Box 1111 Timberville, VA 22853 180,527 (3) 5.18 % Edward Ray Burkholder P. O. Box 1111 Timberville, VA 22853 174,416 (4) 5.01 % Larry A. Caplinger P. O. Box 1111 Timberville, VA 22853 189,149 (5) 5.43 % ____________ (1) Based on 3,482,529 shares of Common Stock issued and outstanding on March 28, 2024. (2) A Schedule 13G filed on February 14, 2024, by Fourthstone LLC reported beneficial ownership of 302,178 shares of voting common stock as of December 31, 2023, with shared voting power over 302,178 shares, and shared dispositive power over 302,178 shares. (3) Includes 5,959 shares of unvested restricted stock and 170,905 shares owned by the Company's Stock Bonus Plan over which Mr. Black has voting power in his capacity as plan trustee. (4) Includes 170,905 shares owned by the Company's Stock Bonus Plan over which Mr. Black has voting power in his capacity as plan trustee. (5) Includes 7,586 shares owned jointly with his spouse, 6,114 shares in Mr. Caplinger's Traditional IRA, 573 shares indirectly held for Mr. Caplinger' s grandchildren, 361 shares in Mr. Caplinger's Deferred Compensation Plan, and 170,905 shares owned by the Company's Stock Bonus Plan over which Mr. Caplinger has voting power in his capacity as plan trustee. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of

View Full Filing

View this DEF 14A filing on SEC EDGAR