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0001698022
0001698022
2023-09-22
2023-09-22
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): September 22, 2023
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Maryland |
000-55756 |
81-3605835 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number) |
(IRS Employer
Identification No.)
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| 4510 Lower Beckleysville Road, Suite H, Hampstead, MD |
21074 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (410) 374-1510
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
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Compensatory Arrangement.
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Effective on September 22, 2023, Farmers and Merchants Bancshares, Inc. (the “Company”) granted to Gary A. Harris, the Company’s President and Chief Executive Officer, 2,000 fully-vested shares of the Company’s common stock, par value $.01 per share, pursuant to the Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan (the “Plan”). Provided that Mr. Harris is employed and in good standing with the Company on September 22, 2024, September 22, 2025, and September 22, 2026, he will receive additional grants under the Plan of 1,000 fully-vested shares on each of such dates, for a total of 5,000 shares. A summary of the Plan is set forth in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2023, and a copy of the Plan was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-274152) that was filed with the SEC on August 22, 2023.
Item 9.01. Financial Statements and Exhibits.
The exhibits furnished with this report are listed in the following Exhibit Index:
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104
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Cover page interactive data file (embedded within the iXBRL document)
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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 duly authorized.
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FARMERS AND MERCHANTS BANCSHARES, INC. |
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| Dated: September 26, 2023 |
By: |
/s/ Gary A. Harris |
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Gary A. Harris |
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President & CEO |
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