Item 5.07 Submission of Matters to a Vote of Security Holders.
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(a)
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and (b) Voting Results.
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At the annual meeting of stockholders of Farmers and Merchants Bancshares, Inc. (the "Company") held on April 23, 2024, the stockholders voted on the four 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 four nominees to serve on the Company's Board of Directors until the earlier of (a) the annual meeting of stockholders when his or her term expires and until his or her successor is duly elected and qualifies, (b) he or she is removed in accordance with the Amended and Restated Bylaws (the "Bylaws"), and (c) the time that he or she fails to qualify to serve as a director as provided in the Bylaws:
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Term Expires
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For
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Withheld
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Broker Non-Votes
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James R. Bosley, Jr.
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2028
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1,585,499
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91,618
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237,426
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Ronald W. Hux
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2028
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1,583,072
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94,045
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237,426
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Emily B. Miller
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2028
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1,476,545
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200,572
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237,426
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Robert G. Pollokoff
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2026
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1,473,994
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203,123
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237,426
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Proposal 2 - Adoption of a non-binding advisory resolution approving the compensation paid to the Company's named executive officers in 2023 (the "Say-on-Pay Vote"):
For
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Against
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Abstain
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Broker Non-Votes
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1,368,787
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224,196
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84,134
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237,426
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Proposal 3 - Recommendation, by non-binding advisory vote, of the frequency of future Say-on-Pay Votes (every 1 year, every 2 years, or every 3 years):
1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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400,231
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1,116,350
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73,559
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86,977
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237,426
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Proposal 4 - Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024:
For
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Against
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Abstain
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Broker Non-Votes
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1,865,024
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4,372
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45,147
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-
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(d) Frequency of Future Say-on-Pay Votes.
After considering the voting results with respect to Proposal 3 discussed above, the Company's Board of Directors has decided that future Say-on-Pay Votes will be held every 2 years, commencing with the 2026 annual meeting of stockholders and continuing thereafter until such time the Board of Directors determines otherwise.