Farmers & Merchants (NASDAQ: FMAO) holders reelect 11 directors and ratify 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Farmers & Merchants Bancorp, Inc. held its annual shareholder meeting on April 20, 2026. Shareholders elected eleven directors, including Lars B. Eller and Kevin J. Sauder, to serve until the 2027 annual meeting.

Shareholders also approved the company’s executive compensation programs in an advisory vote, with 6,331,864 votes for, 372,945 against, and 188,775 abstentions, and ratified the appointment of Plante Moran, PLLC as independent auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay for votes: 6,331,864 votes Say-on-pay against votes: 372,945 votes Say-on-pay broker non-votes: 3,073,749 votes +5 more

8 metrics

Say-on-pay for votes 6,331,864 votes Advisory approval of executive compensation programs

Say-on-pay against votes 372,945 votes Advisory approval of executive compensation programs

Say-on-pay broker non-votes 3,073,749 votes Advisory approval of executive compensation programs

Auditor ratification for votes 9,787,725 votes Ratification of Plante Moran, PLLC for fiscal 2026

Auditor ratification against votes 27,210 votes Ratification of Plante Moran, PLLC for fiscal 2026

Auditor ratification abstentions 152,398 votes Ratification of Plante Moran, PLLC for fiscal 2026

Example director for votes 6,696,741 votes Election of director Lars B. Eller

Example director withheld votes 196,843 votes Election of director Lars B. Eller

Key Terms

broker non-vote, advisory vote, independent registered public accounting firm, executive compensation programs, +1 more

5 terms

broker non-vote financial

"Votes Cast ... Broker ... Non-Vote ... 3,073,749.00"

advisory vote financial

"An advisory vote to approve the executive compensation programs of the Company."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"ratification of the Company's appointment of the independent registered public accounting firm, Plante Moran, PLLC"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

executive compensation programs financial

"An advisory vote to approve the executive compensation programs of the Company."

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders of Farmers & Merchants Bancorp, Inc. was held April 20, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

04/21/2026 - 04:45 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2026

Farmers & Merchants Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)


Ohio	001-38084	34-1469491
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


307 North Defiance Street, Archbold, Ohio	43502
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, including Area Code (419) 446-2501

N/A

(Former Name or Former Address, if Changed Since Last Report)

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


Title of each class	Trading Symbol(s)	Name of Each Exchange
Common Stock, No Par Value	FMAO	NASDAQ Capital Market

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 (see General Instruction A.2. below):

☐ 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))

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. ☐

ITEM 5.07. Submission of Matters to a Vote of Securities Holders.

The Annual Meeting of Shareholders of Farmers & Merchants Bancorp, Inc. was held April 20, 2026. The following three matters to be decided by vote were:

1. A proposal to elect eleven (11) Directors of the Company.

The following individuals were elected as Directors of the Company to serve until the Annual Meeting of Shareholders in 2027.


	Votes Cast		Votes		Broker
	For		Withheld		Non-Vote
Ahmed Alomari		6,522,623.00		370,961.00		3,073,749.00
Ian D. Boyce		6,622,225.00		271,359.00		3,073,749.00
Andrew J. Briggs		4,793,928.00		2,099,656.00		3,073,749.00
Lars B. Eller		6,696,741.00		196,843.00		3,073,749.00
Kevin G. Frey		6,755,638.00		137,946.00		3,073,749.00
Lori A. Johnston		6,706,150.00		187,434.00		3,073,749.00
Marcia S. Latta		6,580,678.00		312,906.00		3,073,749.00
Steven J. Planson		6,676,097.00		217,487.00		3,073,749.00
Kevin J. Sauder		6,559,587.00		333,997.00		3,073,749.00
Frank R. Simon		6,640,606.00		252,978.00		3,073,749.00
David P. Vernon		6,649,916.00		243,668.00		3,073,749.00

2. An advisory vote to approve the executive compensation programs of the Company.

     Votes Cast

     Votes

     Votes

     Broker

     Votes

     For

     Against

     Abstained

     Non-Vote

     Uncast

6,331,864.00

372,945.00

188,775.00

3,073,749.00

0.00

3. An advisory vote on the ratification of the Company's appointment of the independent registered public accounting firm, Plante Moran, PLLC, for the fiscal year ending December 31, 2026.

     Votes Cast

     Votes

     Votes

     Broker

     Votes

     For

     Against

     Abstained

     Non-Vote

     Uncast

9,787,725.00

27,210.00

152,398.00

0.00

0.00

Signatures

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 authorized.


	FARMERS & MERCHANTS BANCORP, INC.
		(Registrant)

Dated: April 21, 2026		/s/ Lars B. Eller
		Lars B. Eller
		President and Chief Executive Officer

		/s/ Barbara J. Britenriker
		Barbara J. Britenriker
		Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Farmers & Merchants Bancorp, Inc. (FMAO) shareholders decide at the 2026 annual meeting?

Shareholders elected eleven directors, approved the executive compensation program in an advisory vote, and ratified Plante Moran, PLLC as the independent auditor for the fiscal year ending December 31, 2026, confirming the company’s proposed governance slate.

How did FMAO shareholders vote on the election of directors in 2026?

All eleven nominated directors, including Ahmed Alomari, Lars B. Eller, and Kevin J. Sauder, were elected to serve until the 2027 annual meeting, with each nominee receiving more votes cast for than withheld, alongside broker non-votes recorded for each nominee.

What were the 2026 say-on-pay results for Farmers & Merchants Bancorp, Inc. (FMAO)?

In the advisory vote on executive compensation, shareholders cast 6,331,864 votes for approval, 372,945 votes against, and 188,775 abstentions, with 3,073,749 broker non-votes and no uncast votes reported for this non-binding say-on-pay resolution.

Which audit firm did FMAO shareholders ratify for fiscal year 2026?

Shareholders ratified the appointment of Plante Moran, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,787,725 votes for, 27,210 against, 152,398 abstentions, and no broker non-votes or uncast votes reported.

When and where is Farmers & Merchants Bancorp, Inc. headquartered?

Farmers & Merchants Bancorp, Inc. is headquartered at 307 North Defiance Street, Archbold, Ohio 43502. The company’s principal executive offices are located at this address, and its listed telephone number is (419) 446-2501 for corporate contact purposes.

Filing Exhibits & Attachments

1 document