Farmers & Merchants Bancshares, Inc. Announces 2024 Annual Meeting Details

TL;DR

<b>Farmers & Merchants Bancshares, Inc. will hold its 2024 Annual Meeting on April 23, 2024, to vote on director elections, executive compensation, and auditor ratification.</b>

AI Summary

Farmers & Merchants Bancshares, Inc. (FMFG) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Annual Meeting scheduled for April 23, 2024, at 3:00 p.m. local time. Meeting to be held at Piney Branch Golf Club, Upperco, Maryland. Key agenda items include election of three directors, advisory vote on executive compensation, and frequency of Say-on-Pay votes. Stockholders will vote on ratifying Yount, Hyde & Barbour, P.C. as independent auditors for 2024. Record date for determining stockholders entitled to vote is February 16, 2024.

Why It Matters

For investors and stakeholders tracking Farmers & Merchants Bancshares, Inc., this filing contains several important signals. This filing is a proxy statement (DEF 14A), indicating the company is seeking shareholder votes on critical corporate governance matters. The meeting agenda includes advisory votes on executive compensation and the frequency of future Say-on-Pay votes, reflecting shareholder engagement on pay practices.

Risk Assessment

Risk Level: low — Farmers & Merchants Bancshares, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director nominees, executive compensation, and auditor ratification.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
• April 23, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders)
• 3:00 p.m. — Annual Meeting Time (Time of the 2024 Annual Meeting of Stockholders)
• February 16, 2024 — Record Date (Record date for determining stockholders entitled to vote)

Key Players & Entities

• Farmers & Merchants Bancshares, Inc. (company) — Registrant name and company name
• Yount, Hyde & Barbour, P.C. (company) — Proposed independent registered public accounting firm
• Cherie Barrett (person) — Assistant Vice President/Corporate Secretary
• Piney Branch Golf Club (company) — Location of the Annual Meeting

FAQ

Industry Context

Farmers & Merchants Bancshares, Inc. operates in the savings institutions sector, focusing on community banking services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Evaluate the company's executive compensation practices and cast an advisory vote.
3. Confirm the ratification of the independent auditor for the upcoming fiscal year.

Key Dates

• 2024-04-23: Annual Meeting of Stockholders — Shareholders will vote on key corporate matters including director elections and executive compensation.
• 2024-02-16: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, following the typical schedule for such corporate events.

Filing Documents

• fmfg20240311_def14a.htm (DEF 14A) — 427KB
• capvni.jpg (GRAPHIC) — 59KB
• capvtsr.jpg (GRAPHIC) — 58KB
• 0001437749-24-007762.txt (&nbsp;) — 590KB

From the Filing

DEF 14A 1 fmfg20240311_def14a.htm FORM DEF 14A fmfg20240311_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Under 240.14a-12 Farmers and Merchants Bancshares, Inc. (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): 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 FARMERS AND MERCHANTS BANCSHARES, INC. 4510 Lower Beckleysville Road, Suite H Hampstead, Maryland 21074 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS March 15, 2024 To Stockholders of Farmers and Merchants Bancshares, Inc.: Notice is hereby given that the 2024 Annual Meeting of the Stockholders of Farmers and Merchants Bancshares, Inc. (the "Company") will be held at 3:00 p.m., local time, on April 23, 2024 at the Piney Branch Golf Club, 5301 Trenton Mill Road, Upperco, Maryland 21155. The purposes of the meeting are: 1. To vote on the election of the three nominees named in the attached proxy statement and proxy card to serve on the Board of Directors; 2. To adopt a non-binding advisory resolution approving the compensation paid to the Company's named executive officers for 2023; 3. To recommend, by a non-binding advisory vote, the frequency of future Say-on-Pay Votes (every 1 year, every 2 years or every 3 years): 4. To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024; and 5. To transact such other business as may be properly brought before the meeting or any adjournment or postponement thereof. The Board of Directors has fixed February 16, 2024 as the record date for purposes of determining stockholders who are entitled to notice of and to vote at the 2024 Annual Meeting of Stockholders. Anyone acting as a proxy agent for a stockholder must present a written proxy that has been properly executed by the stockholder, that authorizes the agent to so act, and that is in form and substance satisfactory to the judges of election and consistent with the Company's Amended and Restated Bylaws. By order of the Board of Directors /s/ Cherie Barrett Cherie Barrett Assistant Vice President/Corporate Secretary [THIS PAGE INTENTIONALLY LEFT BLANK] FARMERS AND MERCHANTS BANCSHARES, INC. 4510 Lower Beckleysville Road, Suite H Hampstead, Maryland 21074 (410) 374-1510 PROXY STATEMENT This proxy statement and the accompanying proxy card are being furnished in connection with the solicitation by the Board of Directors (the "Board") of Farmers and Merchants Bancshares, Inc. (the "Company") of proxies to be voted at the 2024 annual meeting of stockholders (the "2024 Annual Meeting") to be held at 3:00 p.m., local time, on April 23, 2024 at the Piney Branch Golf Club, 5301 Trenton Mill Road, Upperco, Maryland 21155, and any adjournment or postponements thereof. The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by officers, directors and regular employees of the Company personally or by telephone, electronic mail and/or facsimile. No additional remuneration will be paid to officers, directors or regular employees who solicit proxies. The Company may reimburse brokers, banks, custodians, nominees and other fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy materials to their principals. The approximate date on which this proxy statement and the related proxy card will be sent or given to stockholders is March 15, 2024. When used in this proxy statement, the terms "the Company", "we", "us", and "our" refer to Farmers and Merchants Bancshares, Inc. and, unless the context clearly requires otherwise, its consolidated subsidiaries. RECORD DATE Stockholders of record as of the close of business on February 16, 2024 (the "Record Date") of issued and outstanding shares of the Company's common stock, par value $.01 per share ("Common Stock"), are entitled to notice of and to vote at the 2024 Annual Meeting. OUTSTANDING SHARES; VOTING RIGHTS; QUORUM AND REQUIRED VOTE As of the Record Date, 3,116,966 shares of the Common Stock were issued and outstanding. Each share is entitled to one vote on each matter submitted to stockholders. The presence, in person or by proxy, of stockholders entitled to

View Full Filing

View this DEF 14A filing on SEC EDGAR