F & M Bank Corp. (FMBM) shareholders approve directors, auditor and Say on Pay

Rhea-AI Filing Summary

F & M Bank Corp. held its annual shareholder meeting on May 16, 2026, where investors voted on board elections, auditor ratification, and executive compensation. Shareholders elected four directors to serve until the 2029 annual meeting and one director, Bret V. Harrison, to serve until the 2027 meeting, with each nominee receiving roughly 1.68–1.71 million votes for versus modest withheld votes and 835,627 broker non-votes.

Shareholders also ratified Elliott Davis, PLLC as the independent registered public accounting firm for 2026 with 2,561,366 votes for, 2,395 against, and 102 abstentions. The advisory “Say on Pay” proposal approving compensation of named executive officers passed with 1,633,673 votes for, 64,861 against, 29,702 abstentions, and 835,627 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director vote – highest "For": 1,712,745 votes Director vote – broker non-votes: 835,627 shares Auditor ratification – For: 2,561,366 votes +3 more

6 metrics

Director vote – highest "For" 1,712,745 votes Votes for John A. Willingham to serve until 2029 meeting

Director vote – broker non-votes 835,627 shares Broker non-votes on director elections and Say on Pay

Auditor ratification – For 2,561,366 votes Approval of Elliott Davis, PLLC as 2026 independent auditor

Auditor ratification – Against 2,395 votes Votes against Elliott Davis, PLLC for 2026

Say on Pay – For 1,633,673 votes Advisory approval of named executive officer compensation

Say on Pay – Against 64,861 votes Votes against advisory compensation resolution

Key Terms

independent registered public accounting firm, broker non-votes, Say on Pay, named executive officers, +1 more

5 terms

independent registered public accounting firm regulatory

"to ratify of the appointment of Elliott Davis, PLLC as our independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes -------------------------------------------------------------------------- Hannah W. Hutman ... 835,627"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Say on Pay financial

"to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution)"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

named executive officers financial

"to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution)"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

annual meeting of shareholders regulatory

"F & M Bank Corp. (the “Company”) held its annual meeting of shareholders on May 16, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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UNITED STATES

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

Date of Report (Date of earliest event reported): May 16, 2026

F&M Bank Corp.

(Exact name of registrant as specified in its charter)

Virginia		000-13273		54-1280811
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 1111

Timberville, Virginia 22853 

(540) 896-8941 

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable 

(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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

F & M Bank Corp. (the “Company”) held its annual meeting of shareholders on May 16, 2026. At the annual meeting, we asked our common shareholders to vote on the following three proposals:

	·	to elect four directors to serve a three-year term and one director to serve a one-year term (Proposal 1);
	·	to ratify of the appointment of Elliott Davis, PLLC as our independent registered public accounting firm for 2026 (Proposal 2); and
	·	to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) (Proposal 3).

The final voting results for the meeting are as follows:

Proposal 1: Election of Directors

The following directors were elected with the following votes to serve until the 2029 annual meeting of shareholders, or until their successor is duly elected and qualified:

Nominees		Votes For				Votes Withheld				Broker Non-Votes
Hannah W. Hutman			1,701,595				26,641				835,627
A. Michael Wilkerson			1,701,596				26,640				835,627
John A. Willingham			1,712,745				15,491				835,627
Dean W. Withers			1,678,332				49,904				835,627

The following director was elected with the following votes to serve until the 2027 annual meeting of shareholders, or until his successor is duly elected and qualified:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Bret V. Harrison

1,712,745

15,491

835,627

Proposal 2: Ratification of Appointment of Elliott Davis, PLLC

The appointment of Elliott Davis, PLLC as our independent registered public accounting firm for 2026 was approved with the following votes:

Votes For				Votes Against				Abstain				Broker Non-Votes
	2,561,366				2,395				102				-

Proposal 3: Say on Pay

The compensation of our named executive officers was approved with the following non-binding votes:

Votes For				Votes Against				Abstain				Broker Non-Votes
	1,633,673				64,861				29,702				835,627

2

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.

	F & M Bank Corp.
Date: May 19, 2026	By:	/s/ Lisa F. Campbell
		Lisa F. Campbell Executive Vice President and Chief Financial Officer

3

FAQ

What did FMBM shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect five directors, ratify Elliott Davis, PLLC as the 2026 independent auditor, and approve an advisory Say on Pay resolution covering named executive officer compensation.

Were FMBM director nominees elected at the May 2026 meeting?

All five F & M Bank Corp. director nominees were elected. Four will serve terms ending at the 2029 annual meeting, and Bret V. Harrison will serve a term ending at the 2027 annual meeting.

How did FMBM shareholders vote on the 2026 auditor ratification?

Shareholders strongly supported retaining Elliott Davis, PLLC as independent registered public accounting firm for 2026, with 2,561,366 votes for, 2,395 against, and 102 abstentions reported in the voting results.

Did FMBM shareholders approve the Say on Pay proposal?

Yes. The advisory Say on Pay resolution received 1,633,673 votes for, 64,861 against, 29,702 abstentions, and 835,627 broker non-votes, indicating shareholder approval of named executive officer compensation.

What were the broker non-votes at FMBM’s 2026 annual meeting?

For the director elections and Say on Pay proposal, there were 835,627 broker non-votes. Broker non-votes represent shares present but not voted on certain non-routine proposals by brokers.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 7.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB