Form 8-K/A date of report 10-24-23
true
0001698022
0001698022
2023-10-24
2023-10-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2023
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Maryland |
000-55756 |
81-3605835 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number) |
(IRS Employer
Identification No.)
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| 4510 Lower Beckleysville Road, Suite H, Hampstead, MD |
21074 |
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(Zip Code) |
Registrant’s telephone number, including area code: (410) 374-1510
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (the “Amendment”) to the Current Report on Form 8-K (Film No. 231341770) filed by Farmers and Merchants Bancshares, Inc. with the Securities and Exchange Commission on October 24, 2023 (the “Original Report”) is being filed to replace the Form of Restricted Stock Unit (RSU) Award Agreement that was included as Exhibit 10.1 to the Original Report (the “Original Award Agreement”). The first page of the Original Award Agreement erroneously stated that the “Grant Date” with respect to the award was September 22, 2023. The correct “Grant Date” is October 24, 2023, the date on which the parties entered into the Original Award Agreement and became contractually bound thereunder. In addition, in light of the foregoing, Item 5.02 of the Original Report is amended by this Amendment No. 1 on Form 8-K/A to more precisely define the vesting period applicable to the award.
Except as expressly provided above, this Amendment No. 1 on Form 8-K /A speaks as of the date of the Original Report and Farmers and Merchants Bancshares, Inc. has not updated the disclosures contained in any item thereof to speak as of a later date. All information contained in this Amendment No. 1 on Form 8-K/A is subject to updating and supplementing as provided in Farmers and Merchants Bancshares, Inc.’s reports filed with the Securities and Exchange Commission subsequent to the date on which the Original Report was filed.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) Compensatory Arrangement.
On October 24, 2023, Farmers and Merchants Bancshares, Inc. (the “Company”) and Gary A. Harris, who serves as the Company’s President and Chief Executive Officer, entered into a Restricted Stock Unit (RSU) Award Agreement (the “RSU Agreement”) with respect to 3,000 shares of the Company’s common stock. The RSU Agreement was adopted under the Farmers and Merchants Bancshares, Inc. 2023 Equity Company Plan (the “Plan”) and formalizes the future equity grants to Mr. Harris that were disclosed in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2023.
One-third of the Restricted Stock Units (“RSUs”) granted to Mr. Harris will vest on September 22, 2024, one-third will vest on September 22, 2025, and one-third will vest on September 22, 2026, provided that, in each case, Mr. Harris is employed and in good standing with the Company on the applicable vesting date.
The RSU Agreement contains customary terms and conditions for this type of equity award, the form of which is filed with this report as Exhibit 10.1. In addition, the award is subject in all respects to the Plan. A summary of the Plan is set forth in the Company’s Current Report on Form 8-K that was filed with the SEC on July 19, 2023, which summary is incorporated herein by reference. A copy of the Plan was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-274152) that was filed with the SEC on August 22, 2023.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The exhibits furnished with this report are listed in the following Exhibit Index:
SIGNATURES
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.
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FARMERS AND MERCHANTS BANCSHARES, INC. |
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| Dated: November 15, 2023 |
By: |
/s/ Gary A. Harris |
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Gary A. Harris |
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President & CEO |
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