Farmers and Merchants (NASDAQ: FMFG) investors back board, pay plan and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Farmers and Merchants Bancshares, Inc. held its annual stockholder meeting on April 28, 2026 and reported the voting results. Stockholders elected two Class IV directors, Robert G. Pollokoff and Teresa L. Smack, each receiving over 1.69 million votes in favor with broker non-votes reported.

Investors also approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers, with about 1.74 million votes in favor versus a relatively small number against or abstaining. In addition, stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for 2026 with more than 2.02 million votes cast for ratification.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Robert G. Pollokoff: 1,692,169 votes Votes for Teresa L. Smack: 1,699,759 votes Say-on-pay votes for: 1,741,137 votes +3 more

6 metrics

Votes for Robert G. Pollokoff 1,692,169 votes Election as Class IV director

Votes for Teresa L. Smack 1,699,759 votes Election as Class IV director

Say-on-pay votes for 1,741,137 votes 2025 executive compensation advisory resolution

Say-on-pay votes against 18,822 votes 2025 executive compensation advisory resolution

Auditor ratification votes for 2,021,935 votes 2026 auditor Yount, Hyde & Barbour, P.C.

Auditor ratification abstentions 7,344 votes 2026 auditor ratification

Key Terms

non-binding advisory resolution, broker non-votes, independent registered public accounting firm, Emerging growth company, +1 more

5 terms

non-binding advisory resolution regulatory

"Proposal 2 – Adoption of non-binding advisory resolution approving the compensation"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

broker non-votes regulatory

"For | Withheld | Abstain | Broker Non-Votes Robert G. Pollokoff"

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.

independent registered public accounting firm regulatory

"Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s 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.

Emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

04/30/2026 - 04:31 PM

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): April 28, 2026

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-55756	81-3605835
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)

4510 Lower Beckleysville Road, Suite H, Hampstead, MD	21074
(Address of principal executive offices)	(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:

☐	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: 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. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

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

(a) and (b) Voting Results.

At the annual meeting of stockholders of Farmers and Merchants Bancshares, Inc. (the “Company”) held on April 28, 2026, the stockholders voted on the three proposals set forth below. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.

Proposal 1 – Election of two Class IV directors to serve on the Company’s Board of Directors until the earlier of (a) the 2030 annual meeting of stockholders and until their successors are duly elected and qualify, (b) the time that they are removed in accordance with the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), and (c) the time that they fail to qualify to serve as a director as provided in the Bylaws:

	For	Withheld	Abstain	Broker Non-Votes
Robert G. Pollokoff	1,692,169	98,373	-	238,737
Teresa L. Smack	1,699,759	90,783	-	238,737

Proposal 2 – Adoption of non-binding advisory resolution approving the compensation paid to the Company’s named executive officers for 2025:

For	Against	Abstain	Broker Non-Votes
1,741,137	18,822	30,582	238,737

Proposal 3 – Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2026:

For	Against	Abstain	Broker Non-Votes
2,021,935	-	7,344	-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits filed with this report are listed in the following Exhibit Index:

Exhibit No. Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

- 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.

	FARMERS AND MERCHANTS BANCSHARES, INC.


Dated: April 30, 2026	By:	/s/ Gary A. Harris
		Gary A. Harris
		President & CEO

- 3 -

Source: View Original Filing on SEC EDGAR

FAQ

What did FMFG stockholders decide at the April 28, 2026 annual meeting?

FMFG stockholders elected two Class IV directors, approved a non-binding advisory vote on 2025 executive compensation, and ratified Yount, Hyde & Barbour, P.C. as independent auditor for 2026, indicating broad support for the current board, pay practices, and audit arrangements.

Which directors were elected to Farmers and Merchants Bancshares, Inc. (FMFG) board in 2026?

Stockholders elected Robert G. Pollokoff and Teresa L. Smack as Class IV directors. Pollokoff received 1,692,169 votes for and 98,373 withheld, while Smack received 1,699,759 votes for and 90,783 withheld, with 238,737 broker non-votes recorded for each candidate.

How did FMFG investors vote on 2025 executive compensation?

FMFG investors approved the non-binding advisory resolution on 2025 named executive officer compensation. The vote totaled 1,741,137 for, 18,822 against, and 30,582 abstentions, with 238,737 broker non-votes, suggesting general shareholder support for the company’s recent executive pay program.

Who is the independent auditor for Farmers and Merchants Bancshares, Inc. in 2026?

Stockholders ratified Yount, Hyde & Barbour, P.C. as FMFG’s independent registered public accounting firm for 2026. The ratification received 2,021,935 votes for and 7,344 abstentions, with no votes against and no broker non-votes reported for this proposal.

Was there significant opposition to any of the 2026 FMFG annual meeting proposals?

Opposition was limited across proposals. Director nominees saw under 100,000 withheld votes each, say-on-pay saw 18,822 votes against out of more than 1.7 million for, and the auditor ratification had no votes against, indicating modest dissent among shareholders.

Filing Exhibits & Attachments

4 documents