---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-025031"
form_type: "8-K"
ticker: "FMCB"
cik: "0001085913"
company_name: "FARMERS & MERCHANTS BANCORP"
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-14T23:11:19.485335+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Farmers & Merchants Bancorp annual meeting results: all directors elected, say-on-pay approved

## Summary
- All seven director nominees elected with >98% support; highest votes for Kevin Sanguinetti (470,996 for).
- Advisory say-on-pay proposal approved with 92.95% of votes cast in favor (442,253 shares).
- Stockholders voted for future say-on-pay frequency of every three years, receiving 84.21% of votes cast (400,645 shares).
- Meeting quorum: 475,784 shares or 62.35% of outstanding shares.

## SEC filing metadata
- accession: 0001140361-23-025031
- form_type: 8-K
- ticker: FMCB
- cik: 0001085913
- company_name: FARMERS & MERCHANTS BANCORP
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1085913/000114036123025031/0001140361-23-025031-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1085913/000114036123025031/brhc20053066_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-025031
- JSON: https://secwatch.observer/filing/0001140361-23-025031.json
- Plain text: https://secwatch.observer/filing/0001140361-23-025031.txt

## Key facts
- Shareholder Votes
  FARMERS & MERCHANTS BANCORP shareholders approved Election of Directors at the 2023-05-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: The seven nominees listed below were elected and the results of the election were as follows: Votes Votes Name For Withheld Uncast Kent A. Steinwert 470,516 5,268 0 Edward Corum, Jr. 470,395 5,389 0 Stephenson K. Green 469,710 6,074 0 Craig W. James 469,944 5,840 0 Gary J. Long 469,399 6,385 0 Kevin Sanguinetti 470,996 4,788 0 Calvin (Kelly) Suess 468,559 7,225 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1085913/000114036123025031/0001140361-23-025031-index.htm
- Shareholder Votes
  FARMERS & MERCHANTS BANCORP shareholders approved Stockholder Vote on Frequency of Stockholder Votes on Executive Compensation at the 2023-05-15 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: 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 400,645 84.21% Two Years 10,395 2.18% One Year 44,881 9.44% Abstain 19,863 4.17%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1085913/000114036123025031/0001140361-23-025031-index.htm
- Shareholder Votes
  FARMERS & MERCHANTS BANCORP shareholders approved Approval, By Non-Binding Vote, On the Compensation of the Named Executive Officers (Say-On-Pay) at the 2023-05-15 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-15
  source text: 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 2023 proxy statement. The results of the election were as follows: Shares % of Voted Shares For 442,253 92.95% Against 8,469 1.78% Abstain 25,062 5.27%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1085913/000114036123025031/0001140361-23-025031-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.