8-K

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:

20 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

EX-20

Exhibit 20

FARMERS & MERCHANTS BANCORP

ANNUALIZED SHAREHOLDER RETURNS

Fifteen Year period: 1997 through 2011

100 shares of F&M Bancorp Common Stock were valued at $13,500 on December 31, 1996 based upon a per share price of $135. Fifteen Years later, as of December 31, 2011, the total shareholder return on this investment was $64,055 representing an annualized rate of return of 14.41%, more than double the return of the S&P or Dow stock index averages for the same period.

Total shareholder return of $64,055 was comprised of: (1) an increase in market value of $46,900 based upon the original 100 shares growing to 151 shares as a result of several annual 5% stock splits, combined with an increase in share price to $400 as of December 31, 2011; and (2) receipt of $17,155 in total cash dividends and payments over the 15-year period. The cumulative dividend payments alone were greater than the original investment value.

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