form8k.htm


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

May 21, 2012
(Date of earliest event reported)

Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000 – 26099
 
94-3327828
(Commission File Number)
 
(IRS Employer Identification No.)

111 West Pine Street, Lodi, California 95240
(Address of principal executive offices)       (Zip Code)
 
(209) 367-2300
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changes since last report)

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(C))



 
 

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

On May 21, 2012, 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 574,786 shares or 73.8% 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
   
Votes
Withheld
   
Broker
Non-Votes
 
Stewart C. Adams, Jr.
    521,752       11,580       41,454  
Edward Corum, Jr.
    522,022       11,310       41,454  
Bruce A. Mettler
    522,027       11,305       41,454  
Kevin Sanguinetti
    521,289       12,043       41,454  
Kent A. Steinwert
    519,021       14,311       41,454  
Calvin (Kelly) Suess
    521,998       11,334       41,454  
Carl Wishek, Jr.
    521,764       11,568       41,454  

2. Amendment of Certificate of Incorporation to Reduce the Number of Authorized Shares of Common Stock from 20,000,000 to 7,500,000

The Board determined that it was advisable to reduce the number of authorized shares of common stock from 20,000,000 to 7,500,000, and voted to recommend that the stockholders adopt an amendment to the Company’s Certificate of Incorporation with the proposed decrease.  The results of the election were as follows:

   
Shares
 
For
    553,517  
Against
    7,740  
Abstain
    13,529  

 
 

 
 
Item 8.01
Other Events

Attached as Exhibit 20 and incorporated herein by reference is a chart from the program for the 2012 Annual Meeting of Stockholders. This chart presents annualized shareholder returns for the fifteen year period from 1997 through 2011.

Item 9.01
Financial Statements and Exhibits

(c)           Exhibits:

 
Chart from the program for the 2012 Annual Meeting of Stockholders.
 
SIGNATURE

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 duly authorized.

 
FARMERS & MERCHANTS BANCORP
   
  By  
     /s/ Stephen W. Haley  
     
    Stephen W. Haley
    Executive Vice President
    & Chief Financial Officer
   
Date:  May 22, 2012