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Farmers & Merchants Bancorp (OTCMKTS:FMAO) Files An 8-K Submission of Matters to a Vote of Security Holders

Farmers & Merchants Bancorp (OTCMKTS:FMAO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07

Submission of Matters to a Vote of Security Holders.
On May 15, 2017, Farmers Merchants Bancorp (the Company) held its
Annual Meeting of Stockholders (the Meeting) for which the Board
of Directors solicited proxies. A quorum of stockholders was
present, consisting of a total of 511,401 shares or 63.2% of
shares outstanding. The following items were voted on during the
Meeting:
1.
Election of Directors
The seven nominees listed below were elected and the results of
the election were as follows:
Name
Votes
For
% of Voted
Shares
Votes
Withheld
% of Voted
Shares
Uncast
Votes
% of Voted
Shares
Stewart C. Adams, Jr.
505,171
98.8
%
6,055
1.2
%
0.0
%
Edward Corum, Jr.
509,847
99.7
%
1,379
0.3
%
0.0
%
Bruce A. Mettler
509,995
99.7
%
1,231
0.2
%
0.0
%
Kevin Sanguinetti
509,864
99.7
%
1,362
0.3
%
0.0
%
Kent A. Steinwert
508,100
99.4
%
3,126
0.6
%
0.0
%
Calvin (Kelly) Suess
507,860
99.3
%
3,366
0.7
%
0.0
%
Gary J. Long
509,993
99.7
%
1,233
0.2
%
0.0
%
2.
Approval, By Non-Binding Vote, On the Compensation of the
Named Executive Officers (Say-On-Pay)
In accordance with the requirements of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (the Act), the Company
asked stockholders to provide advisory (non-binding) approval of
executive compensation as described in the Executive Compensation
Discussion and Analysis section of the 2017 proxy statement. The
results of the election were as follows:
Shares
% of Voted
Shares
For
472,871
92.5
%
Against
9,473
1.9
%
Abstain
29,057
5.7
%
3.
Stockholder Vote on Frequency of Stockholder Votes on
Executive Compensation
Consistent with the Act, the Company also asked for stockholder
input with regard to the frequency of future stockholder
advisory (non-binding) votes on our executive compensation
programs. The results of the election were as follows:
Shares
% of Voted
Shares
Three Years
365,307
71.4
%
Two Years
11,862
2.3
%
One Year
101,629
19.9
%
Abstain
32,603
6.4
%
Based on the stockholder advisory vote at the 2017 Annual
Meeting, and the Boards own recommendation included in the 2017
Proxy Statement, the Board of Directors has determined that
Farmers Merchants Bancorp will include a Stockholder Vote on
Executive Compensation in the Proxy Statement every three
years.
Item 8.01
Other Events
On May 15, 2017, Farmers Merchants Bancorp announced the Board
of Directors declaration of a mid-year cash dividend, a copy of
which is included as Exhibit 99 and incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits:
Press release announcing the Board of Directors of
Farmers Merchants Bancorps declaration of a mid-year
cash dividend.

About Farmers & Merchants Bancorp (OTCMKTS:FMAO)
Farmers & Merchants Bancorp, Inc. is a bank holding company, which through its bank subsidiary, The Farmers & Merchants State Bank (the Bank), provides a range of financial services to individuals and small businesses through its offices in Northwest Ohio and Northeast Indiana. The Bank engages in general commercial banking business, which include commercial, agricultural and residential mortgage, consumer and credit card lending activities. The Bank’s loan portfolio consists of loans made to customers in the farming industry, such as farm land, farm equipment, livestock and operating loans for seed, fertilizer and feed. Other types of lending activities include loans for home improvements, and loans for such items as autos, trucks, recreational vehicles and motorcycles. It also provides checking account services, as well as savings and time deposit services, such as certificates of deposits. The Bank provides online banking access for consumer and business customers. Farmers & Merchants Bancorp (OTCMKTS:FMAO) Recent Trading Information
Farmers & Merchants Bancorp (OTCMKTS:FMAO) closed its last trading session up +1.90 at 55.00 with 12,564 shares trading hands.

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