Farmers & Merchants shareholders approve 2025 Restricted Stock Retirement Plan; old plans terminated

FARMERS & MERCHANTS BANCORP

Shareholders approved 2025 Restricted Stock Retirement Plan (418,847 for, 19,658 against, 6,552 abstain).
Nonqualified Retirement Plans terminated effective Nov 29, 2024; account balances to be liquidated within 12-24 months.
2025 Plan effective Jan 1, 2025; initial reserve of 80,000 shares with annual 2.5% evergreen until 2035.
Company expects no material change in annual costs from previously terminated nonqualified plans.
Outside director annual award limit set at $450,000 per 12-month period.

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