Farmers & Merchants Bancorp (FMAO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 14, 2025, to be held virtually, with shareholders able to vote and submit questions online.

• Key proposals include election of eleven directors, approval of a new long-term stock incentive plan, increase in authorized common shares, advisory say-on-pay vote, and auditor ratification.

• Board recommends approval of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors, (2) adoption of the 2025 Long-Term Stock Incentive Plan, (3) amendment to increase authorized common shares from 20M to 40M, (4) nonbinding say-on-pay, and (5) ratification of Plante Moran, PLLC as auditor.

• Cumulative voting is permitted for director elections if properly requested.

• Approval thresholds: plurality for directors, majority for incentive plan, say-on-pay, and auditor; 66 2/3% for share increase.

• Shareholder proposals for the 2026 meeting must be received by November 10, 2025, for proxy inclusion.

Board of directors and corporate governance

• Eleven nominees for director, with diverse backgrounds in finance, banking, healthcare, law, agriculture, and business.

• Board committees: Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Management.

• All directors except the CEO and one former executive are independent per NASDAQ rules.

• Board composition reviewed annually for diversity, skills, and alignment with strategic goals.

• Code of Conduct and Ethics applies to all directors, officers, and employees.