Farmers & Merchants Bancorp Files Definitive Proxy Statement

TL;DR

FMB filed its proxy statement for the annual meeting - shareholders vote soon.

AI Summary

Farmers & Merchants Bancorp filed a DEF 14A proxy statement on October 25, 2024, for its fiscal year ending December 31, 2024. The filing pertains to the company's annual meeting and is a definitive proxy statement, indicating it's the final version being sent to shareholders for voting purposes.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including any proposals to be voted on, director elections, and executive compensation details, allowing them to make informed decisions.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) and does not contain new or unusual financial information or strategic changes.

Key Numbers

• 20241125 — Fiscal Year End (The filing is for the period ending on this date.)

Key Players & Entities

• FARMERS & MERCHANTS BANCORP (company) — Registrant
• 0001085913 (company) — Central Index Key
• 20241025 (date) — Filing Date
• 20241125 (date) — Period of Report

FAQ

Key Financial Figures

• $450,000 — our Board of Directors) may not exceed $450,000 on the date of grant, provided that any

Filing Documents

• ny20037171x2_def14a.htm (DEF 14A) — 683KB
• ny20037171x2_img001.jpg (GRAPHIC) — 20KB
• ny20037171x2_img002.jpg (GRAPHIC) — 7KB
• ny20037171x2_img003.jpg (GRAPHIC) — 5KB
• ny20037171x2_img004.jpg (GRAPHIC) — 6KB
• ny20037171x2_img005.jpg (GRAPHIC) — 4KB
• ny20037171x2_img006.jpg (GRAPHIC) — 333KB
• ny20037171x2_img007.jpg (GRAPHIC) — 260KB
• 0001140361-24-044165.txt ( ) — 1558KB

From the Filing

DEF 14A 1 ny20037171x2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to or Rule 14a-12 Farmers & Merchants Bancorp (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. October 11, 2024 Dear Fellow Stockholder: I invite you to attend a Special Meeting (the "Special Meeting" or "Meeting") of Stockholders of the Company. The Meeting will be held at 4:00 P.M., Pacific Time, on November 25, 2024 by means of remote communication (commonly referred to as a " virtual " meeting). You will find information in the enclosed proxy statement on how to attend the Special Meeting. The Board of Directors has determined that the Special Meeting will be held over the web in a virtual meeting format only. You will not be able to attend the Special Meeting in person. The purpose of the Special Meeting is to approve the adoption of a new 2025 Restricted Stock Retirement Plan, which is intended to replace the existing nonqualified Executive Retirement Plan and nonqualified Senior Management Retention Plan (collectively, the "Nonqualified Retirement Plans"), both of which will be frozen and terminated if the new 2025 Restricted Stock Retirement Plan is approved by the Stockholders. The Special Meeting is being held before the end of the 2024 calendar year to ensure an orderly transition to the proposed new 2025 Restricted Stock Retirement Plan and continuity of the existing compensation benefits to key staff. The new 2025 Restricted Stock Retirement Plan would go into effect next year. The Nonqualified Retirement Plans (each, as described in the Compensation Discussion and Analysis below) have allowed us to attract and retain highly qualified senior managers, who have helped the Company grow significantly. However, these plans have become more complicated and cumbersome to manage and are out of step with current market practice, making it more challenging for us to attract and retain talent compared with other companies offering more modern, market-standard executive compensation packages. For this reason, we have decided to terminate all components of the Nonqualified Retirement Plans and to adopt the new 2025 Restricted Stock Retirement Plan for existing key employees and future hires, subject to receipt of stockholder approval at the Special Meeting. The new 2025 Restricted Stock Retirement Plan will replace the current Nonqualified Retirement Plans and is not expected to materially increase the annual costs to the Company. The new 2025 Restricted Stock Retirement Plan will also align us more closely with the compensation programs offered by our competitors. This change puts us in the best position going forward to continue attracting and cultivating the excellent senior management talent that has been a key to our success in recent years. A copy of the new 2025 Restricted Stock Retirement Plan is attached to the enclosed proxy statement as Annex A . Your vote is important, regardless of the number of shares you hold. We will begin mailing proxy statements on or about October 25, 2024. Even if you do not plan to attend the Special Meeting, please read the enclosed proxy please retain a copy of your proxy card, since you will need information on the proxy card to access the virtual meeting. Our Board and management are committed to the success of the Company which in turn allows us to support all stakeholders in a balanced manner, including our stockholders, clients, associates, and the communities we serve. Thank you for your continued confidence and support. Sincerely, Kent A. Steinwert Chairman, President, and Chief Executive Officer - 1 - NOTICE OF SPECIAL MEETING OF STOCKHOLDERS October 11, 2024 NOTICE is hereby given that a Special Meeting of Stockholders of Farmers & Merchants Bancorp will be held: DATE November 25, 2024 TIME 4:00 p.m. Pacific Time LOCATION (VIRTUAL) This Special Meeting will be conducted solely online via live webcast. There is no physical location for the Special Meeting. You will be able to attend the Special Meeting online, and vote your shares by mail, telephone, or the internet. You will be able to submit your questions during the meeting by logging into www.meetnow.global/MZ

View Full Filing

View this DEF 14A filing on SEC EDGAR