Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K 

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 15, 2025

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Farmers & Merchants Bancorp

(Exact name of registrant as specified in its charter)

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Delaware	000-26099	94-3327828
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 West Pine Street, Lodi, California		95240
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

Former name or former address, if changed since last report

Not Applicable

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		Not applicable		Not applicable

                            

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Farmers & Merchants Bancorp (the “Company”) appointed Deborah Skinner to serve as a director of the Company effective January 15, 2025. Ms. Skinner, who served as Executive Vice President and Chief Administrative Officer of the Company for 24 years until her retirement on December 31, 2024, fills the vacancy on the Board of Directors resulting from the previously announced resignation of Calvin (“Kelly”) Suess.

 

The Company uses Nasdaq’s current listing rules to determine whether a director is “independent”. Since Ms. Skinner was, during the past three years, employed by the Company, the Board of Directors determined that she is not “independent” (as that term is defined by Nasdaq Rule 5605(a)(2)).

 

Ms. Skinner will participate in the Company's compensation program for non-employee directors. Ms. Skinner was not selected pursuant to any arrangements or understandings other than with the directors of the Company acting within their capacity as such, there are no family relationships among Ms. Skinner and executive officers of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Ms. Skinner has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

On January 16, 2025, the Company issued a press release announcing that Deborah Skinner was appointed to the Board of Directors of the Company, effective January 15, 2025. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

(d)  Exhibit	The following exhibit is furnished with this Form 8-K.
Exhibit No.	Description
99.1	Press release, dated January 16, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

	FARMERS & MERCHANTS BANCORP
	By	/s/ Bart R. Olson
		Bart R. Olson
		Executive Vice President
		& Chief Financial Officer
Date:  January 16, 2025

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Exhibit.99.1

 

Farmers & Merchants Bancorp (FMCB) Announces New Board Member

 

Farmers & Merchants Bancorp (OTCQX: FMCB) announced today that Deborah Skinner was appointed to the Board of Directors effective January 15, 2025. Ms. Skinner served as Executive Vice President and Chief Administrative Officer of the Company for 24 years until her retirement from the Company on December 31, 2024.

 

Ms. Skinner brings to the Board of Directors the skills honed over her 40-year banking career culminating in her 24 years as EVP and Chief Administrative Officer at Farmers & Merchants Bank of Central California.  In this role, Ms. Skinner oversaw Information Technology, Loan and Deposit Operations, Call Center, Electronic Banking, Compliance, BSA/Fraud, and Treasury Management Operations. During her long career in financial services, she also made significant contributions to the banking industry, having served on the Board of Directors and Executive Committee of the California/Western Bankers Association for many years. She also completed a one-year term as Chairman of this organization. Additionally, Ms. Skinner has been a long-term member of the American Bankers Association Cyber and Information Security Working Group. Throughout her career Ms. Skinner has actively supported local communities by raising funds for United Way, and other local charities, and providing financial literacy training.

 

Prior to joining F&M Bank, Ms. Skinner held the position of Executive Vice President and Chief Operations Officer of Union Safe Deposit Bank in Stockton, California, as well as key roles at Stockton Savings Bank, Fannie Mae and American Savings and Loan. She earned her Bachelor of Arts degree in Business Administration from the University of Washington.

 

"On behalf of the Board of Directors, I want to welcome Debbie to the Board. She brings a wealth of professional experience, leadership and commitment to exceptional corporate governance practices to our Board,” said Kent A. Steinwert, Chairman, President and Chief Executive Officer of FMCB. “Debbie has extensive knowledge of the regulatory and risk environment and information systems. She has a deep understanding of the Bank’s established culture of operating with integrity and commitment to our communities. I look forward to working with her as we continue to serve the needs of the Company’s five key constituents, which are the shareholders, customers, employees, communities and government, in a balanced manner.”

 

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Exhibit 99.1

About Farmers & Merchants Bancorp

 

Farmers & Merchants Bancorp, trades on the OTCQX under the symbol FMCB, and is the parent company of Farmers & Merchants Bank of Central California, also known as F&M Bank.  Founded in 1916, F&M Bank is a locally owned and operated community bank, which proudly serves California through 33 convenient locations. F&M Bank is financially strong, with $5.4 billion in assets, and is consistently recognized as one of the nation's safest banks by national bank rating firms. The Bank has maintained a 5-Star rating from BauerFinancial for 34 consecutive years, longer than any other commercial bank in the State of California.

 

Farmers & Merchants Bancorp has paid dividends for 89 consecutive years and has increased dividends for 59 consecutive years. As a result, Farmers & Merchants Bancorp is a member of a select group of only 56 publicly traded companies referred to as “Dividend Kings,” and is ranked 17^th in that group based on consecutive years of dividend increases. A “Dividend King” is a stock with 50 or more consecutive years of dividend increase.

 

In August 2024, Farmers & Merchants Bancorp was named by Bank Director’s Magazine as the #2 best performing bank in the nation across all asset categories in their annual “Ranking Banking” study of the top performing banks for 2023. Last year the Bank was named by Bank Director’s Magazine as the #1 best performing bank in the nation across all asset categories in their annual “Ranking Banking” study of the top performing banks for 2022.

 

In April 2024, F&M Bank was ranked 6^th on Forbes Magazine’s list of "America’s Best Banks" in 2023. Forbes’ annual “America’s Best Banks” list looks at ten metrics measuring growth, credit quality, profitability, and capital for the 2023 calendar year, as well as stock performance in the 12 months through March 18, 2024.

 

In December 2023, F&M Bank was ranked 4^th on S&P Global Market Intelligence's “Top 50 List of Best-Performing Community Banks” in the US with assets between $3.0 billion and $10.0 billion for 2023. S&P Global Market Intelligence ranks financial institutions based on several key factors including financial returns, growth, and balance sheet risk profile.

 

In October 2021, F&M Bank was named the “Best Community Bank in California” by Newsweek magazine. Newsweek’s ranking recognizes those financial institutions that best serve their customers’ needs in each state. This recognition speaks to the superior customer service the F&M Bank team members provide to its clients.

 

F&M Bank is the 15^th largest bank lender to agriculture in the United States. F&M Bank operates in the mid-Central Valley of California, including Sacramento, San Joaquin, Solano, Stanislaus, and Merced counties and the east region of the San Francisco Bay Area, including Napa, Alameda and Contra Costa counties.

 

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Exhibit 99.1

F&M Bank was inducted into the National Agriculture Science Center’s “Ag Hall of Fame” at the end of 2021 for providing resources, financial advice, guidance, and support to the agribusiness communities as well as to students in the next generation of agribusiness workforce. F&M Bank is dedicated to helping California remain the premier agricultural region in the world and will continue to work with the next generation of farmers, ranchers, and processors. F&M Bank remains committed to servicing the needs of agribusiness in California as has been the case since its founding over 108 years ago.

 

F&M Bank offers a full complement of loan, deposit, equipment leasing and treasury management products to businesses, as well as a full suite of consumer banking products. The FDIC awarded F&M Bank the highest possible rating of "Outstanding" in their last Community Reinvestment Act (“CRA”) evaluation.

 

Forward-Looking Statements

 

This press release may contain certain forward-looking statements that are based on management's current expectations regarding the Company’s financial performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements in this press release include, without limitation, statements regarding management changes and their anticipated impact on the Company and its ability to execute on strategic objectives. These forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and which could cause future events or results to be materially different from those stated or implied in this document. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the risk factors and other important factors detailed in the Company’s Form 10-K, Form 10-Qs, and various other securities law filings made periodically by the Company, copies of which are available from the Company’s website. The Company undertakes no obligation to publicly update these forward-looking statements whether as a result of new information, future developments or otherwise, except as required by applicable law.

 

For more information about Farmers & Merchants Bancorp and F&M Bank, visit fmbonline.com.

 

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Document and Entity Information	Jan. 15, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 15, 2025
Entity File Number	000-26099
Entity Registrant Name	Farmers & Merchants Bancorp
Entity Central Index Key	0001085913
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3327828
Entity Address, Address Line One	111 W. Pine Street
Entity Address, City or Town	Lodi
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95240
City Area Code	209
Local Phone Number	367-2300
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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