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 5,
2020
F & M Bank Corp.
(Exact
name of registrant as specified in its charter)
Virginia
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000-13273
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54-1280811
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(State
or other jurisdiction of incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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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
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Trading
Symbol(s)
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Name of
each exchange on which registered
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None
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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 o
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. o
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 5, 2020 (the “Annual
Meeting”). At the Annual Meeting, the shareholders of the
Company elected three directors to serve three-year terms, elected
one director to serve a one year term, approved the ratification of
the appointment of Yount, Hyde & Barbour P.C. as the
Company’s independent auditors for the year ending December
31, 2020, approved the non-binding resolution to endorse the
Company’s executive compensation program and approved the
F&M Bank Corp 2020 Stock Incentive Plan. The voting results for
each proposal are as follows:
1.
Election
of three directors to each serve a three-year term expiring at the
2023 Annual Meeting:
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For
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Withhold
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Broker Non-Vote
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John
N. Crist
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1,290,011
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81,785
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786,360
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Daniel
E. Harshman
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1,284,915
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86,881
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786,360
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Dean
W. Withers
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1,291,748
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80,048
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786,360
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Election
of one director to serve a one-year term expiring at the 2021
Annual Meeting:
Anne
E. Keeler
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1,293,611
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78,185
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786,360
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2.
Ratification
of the appointment of Yount, Hyde & Barbour, P.C. as the
Company’s independent public accountants for the year ending
December 31, 2020:
For
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Against
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Abstain
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2,127,949
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16,755
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13,452
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3.
Approval,
in an advisory (non-binding) vote, of the named executive
officers’ executive compensation disclosed in the proxy
statement:
For
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Against
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Abstain
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Broker Non-Vote
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1,243,223
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60,272
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68,301
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786,360
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4.
Approval
of F&M Bank Corp. 2020 Stock Incentive Plan.
For
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Against
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Abstain
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Broker Non-Vote
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1,223,421
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98,236
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50,109
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786,360
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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.
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F & M Bank Corp.
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Date: May 7, 2020
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By:
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/s/ Carrie
A. Comer
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Carrie A. Comer |
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Executive Vice President and Chief Financial Officer |
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3