Farmers & Merchants Bancorp (FMAO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 20, 2026, to be held virtually, with shareholders able to vote and ask questions online.

• Three main proposals: election of eleven directors, advisory vote on executive compensation, and ratification of the independent auditor.

• Shareholders of record as of February 27, 2026, are eligible to vote; quorum is 33 1/3% of shares.

• Proxy materials, annual report, and 10-K are available online and by mail.

Voting matters and shareholder proposals

• Proposal One: Election of eleven directors by plurality vote; cumulative voting allowed if properly requested.

• Proposal Two: Nonbinding advisory vote on executive compensation (Say-on-Pay); majority of votes cast required.

• Proposal Three: Nonbinding advisory vote on appointment of Plante Moran, PLLC as independent auditor for 2026; majority of votes cast required.

• Shareholder proposals for the 2027 meeting must be received by November 24, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

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

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

• All directors except the CEO and a former executive are independent per NASDAQ standards.

• Board Chairman is a non-employee, separate from the CEO, to ensure governance strength.

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