--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-013393" form_type: "8-K" ticker: "FMAO" cik: "0000792966" company_name: "FARMERS & MERCHANTS BANCORP INC" filed_at: "2023-04-19T23:59:59+00:00" generated_at: "2026-06-17T00:03:29.538106+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # FMAO shareholders elect 12 directors and approve all proposals at annual meeting ## Summary - All 12 director nominees elected with strong support; votes for ranged from 7.2M to 8.0M shares. - Advisory say-on-pay passed with ~7.27M for vs 677K against; annual frequency preferred. - Charter amendments approved: eliminate preemptive rights and create 100K shares of flexible preferred stock. - Ratification of FORVIS as independent auditor for FY2023 passed with 10.38M votes for. ## SEC filing metadata - accession: 0000950170-23-013393 - form_type: 8-K - ticker: FMAO - cik: 0000792966 - company_name: FARMERS & MERCHANTS BANCORP INC - filed_at: 2023-04-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/fmao-20230417.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-013393 - JSON: https://secwatch.observer/filing/0000950170-23-013393.json - Plain text: https://secwatch.observer/filing/0000950170-23-013393.txt ## Key facts - Shareholder Votes FARMERS & MERCHANTS BANCORP INC shareholders approved An advisory vote on the executive compensation programs of the Company at the 2023-04-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-17 source text: An advisory vote on the executive compensation programs of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm - Shareholder Votes FARMERS & MERCHANTS BANCORP INC shareholders approved A proposal to elect twelve Directors of the Company at the 2023-04-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-17 source text: A proposal to elect twelve (12) Directors of the Company. The following individuals were elected as Directors of the Company to serve until the Annual Meeting of Shareholders in 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm - Shareholder Votes FARMERS & MERCHANTS BANCORP INC shareholders approved To amend the Company's Articles of Incorporation to establish 100,000 shares of a new class of flexible preferred stock that will allow the Board of Directors to issue series of preferred stock with terms determined by the Board as desired from time to time, without further shareholder approval at the 2023-04-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-17 source text: To amend the Company's Articles of Incorporation to establish 100,000 shares of a new class of flexible preferred stock that will allow the Board of Directors to issue series of preferred stock with terms determined by the Board as desired from time to time, without further shareholder approval. evidence_url: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm - Shareholder Votes FARMERS & MERCHANTS BANCORP INC shareholders approved An advisory vote on the frequency to consider the executive compensation noted in Proposal 2 at the 2023-04-17 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-17 source text: An advisory vote on the frequency to consider the executive compensation noted in Proposal 2. evidence_url: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm - Shareholder Votes FARMERS & MERCHANTS BANCORP INC shareholders approved An advisory vote on the ratification of the Company's appointment of the independent registered public accounting firm, FORVIS, LLP for the fiscal year ending December 31, 2023 at the 2023-04-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-17 source text: An advisory vote on the ratification of the Company's appointment of the independent registered public accounting firm, FORVIS, LLP for the fiscal year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm - Shareholder Votes FARMERS & MERCHANTS BANCORP INC shareholders approved To amend the Company's Articles of Incorporation to eliminate the preemptive right of shareholders to subscribe to additional shares of stock issued by the Company from time to time at the 2023-04-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-17 source text: To amend the Company's Articles of Incorporation to eliminate the preemptive right of shareholders to subscribe to additional shares of stock issued by the Company from time to time. evidence_url: https://www.sec.gov/Archives/edgar/data/792966/000095017023013393/0000950170-23-013393-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.