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): 5/18/2024

 

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 18, 2024. At the annual meeting, we asked our common shareholders to vote on the following three proposals:

 

 

·

to elect directors to serve a three-year term (Proposal 1);

 

 

 

 

·

to ratify of the appointment of Yount, Hyde & Barbour PC as our independent registered public accounting firm for 2024 (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, rounded down to the nearest whole share:

 

Proposal 1: Election of Directors

 

The following directors were elected with the following votes to serve until the 2027 annual meeting of shareholders, or until his or her successor is duly elected and qualified.

 

Nominees

 

Votes For

Votes Withheld

Broker Non-Votes

Anne B. Keeler

 

1,359,608

 

73,066

 

849,906

 

Daphyne S. Thomas

 

1,360,643

 

72,031

 

849,906

 

Peter H. Wray

1,360,604

72,070

849,906

 

Proposal 2: Ratification of Appointment of Yount, Hyde & Barbour PC

 

The appointment of Yount, Hyde & Barbour PC as our independent registered public accounting firm for 2024 was approved with the following votes:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

2,236,106

29,341

17,132

-

 

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

 

1,290,783

105,045

36,844

849,906

 

 
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 20, 2024

By:

 /S/ Lisa F. Campbell

 

 

 

Lisa F. Campbell

Executive Vice President and

Chief Financial Officer

 

 

 
3

 

v3.24.1.1.u2
Cover
May 18, 2024
Cover [Abstract]  
Entity Registrant Name F&M Bank Corp.
Entity Central Index Key 0000740806
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date May 18, 2024
Entity File Number 000-13273
Entity Incorporation State Country Code VA
Entity Tax Identification Number 54-1280811
Entity Address Address Line 1 P.O. Box 1111
Entity Address City Or Town Timberville
Entity Address State Or Province VA
Entity Address Postal Zip Code 22853
City Area Code 540
Local Phone Number 896-8941
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
F and M Bank (QX) (USOTC:FMBM)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more F and M Bank (QX) Charts.
F and M Bank (QX) (USOTC:FMBM)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more F and M Bank (QX) Charts.