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 ask questions online.

• Key proposals include election of 11 directors, approval of a new long-term stock incentive plan, increase in authorized shares, advisory say-on-pay, and auditor ratification.

• Board recommends voting in favor of all proposals; record date for voting is February 21, 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 directors, (2) 2025 Long-Term Stock Incentive Plan, (3) amendment to increase authorized common shares from 20M to 40M, (4) nonbinding say-on-pay, (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 inclusion.

Board of directors and corporate governance

• Board consists of 11 members with diverse backgrounds in finance, law, healthcare, agriculture, and business.

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

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

• Board and committee meetings had 100% attendance in 2024.

• Board succession and diversity are emphasized, with recent adjustments to board size.