0001140361-16-084809.txt : 20161104 0001140361-16-084809.hdr.sgml : 20161104 20161103203043 ACCESSION NUMBER: 0001140361-16-084809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161101 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20161104 DATE AS OF CHANGE: 20161103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS & MERCHANTS BANCORP CENTRAL INDEX KEY: 0001085913 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943327828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26099 FILM NUMBER: 161973389 BUSINESS ADDRESS: STREET 1: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 BUSINESS PHONE: 2093672411 MAIL ADDRESS: STREET 1: FARMERS AND MERCHANTS BANCORP STREET 2: 121 WEST PINE ST CITY: LODI STATE: CA ZIP: 95240-2184 8-K 1 form8k.htm FARMERS & MERCHANTS BANCORP 8-K 11-1-2016
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

November 1, 2016
(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:

☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(C))
 
Item 1.02 Termination of a Material Definitive Agreement
 
Pursuant to Treasury Regulation Section 1.409A-3(j)(4)(ix)(C), the Company terminated its Deferred Compensation Plan (see Exhibit 10.18 to the Company’s 2015 Annual Report on Form 10-K) (the “Plan”) on November 1, 2016.  The Plan allows directors and executive officers to voluntarily elect to defer a portion of their directors’ fees, salary or bonus earned in the current year.  A full description of the Plan, as in effect prior to termination, is included in the proxy statement filed on Schedule 14A on April 11, 2016.  Since participation has been declining in recent years, the Board has determined that it is in the Company’s best interests to terminate the Plan and save the costs of administration.
 
All balances will be liquidated twelve months after the termination date. Until the final payments date, the Plan will continue to operate in the ordinary course, except that no new deferrals will be credited to participants under the Plan.  Kent A. Steinwert is the only named executive officer with an account under the Plan.  Mr. Steinwert had deferred portions of his salary and bonus over a nineteen year period, and those balances are reported in the proxy statement filed on Schedule 14A on April 11, 2016.  No additional contributions have been made since that date.
 
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
Pursuant to Treasury Regulation Section 1.409A-3(j)(4)(ix)(C), the Company terminated its Deferred Compensation Plan (see Exhibit 10.18 to the Company’s 2015 Annual Report on Form 10-K) (the “Plan”) on November 1, 2016.  The Plan allows directors and executive officers to voluntarily elect to defer a portion of their directors’ fees, salary or bonus earned in the current year.  A full description of the Plan, as in effect prior to termination, is included in the proxy statement filed on Schedule 14A on April 11, 2016.  Since participation has been declining in recent years, the Board has determined that it is in the Company’s best interests to terminate the Plan and save the costs of administration.
 
All balances will be liquidated twelve months after the termination date. Until the final payments date, the Plan will continue to operate in the ordinary course, except that no new deferrals will be credited to participants under the Plan.  Kent A. Steinwert is the only named executive officer with an account under the Plan.  Mr. Steinwert had deferred portions of his salary and bonus over a nineteen year period, and those balances are reported in the proxy statement filed on Schedule 14A on April 11, 2016.  No additional contributions have been made since that date.

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:  November 3, 2016