Current Report Filing (8-k)
November 01 2019 - 4:57PM
Edgar (US Regulatory)
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): October 28,
2019
___________
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
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22853
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s telephone
number, including area code: (540) 896-8941
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 ☐
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
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appoint of New Director
On
October 31, 2019, the Board of Directors of F&M Bank Corp. (the
“Company”) appointed Anne B. Keeler as director of the
Company, effective November 1, 2019. Ms. Keeler has been named to
the Audit Committee of the Board of Directors.
Ms.
Keeler will be entitled to the same compensation as the other
non-employee directors, including meeting fees, retainers and
bonuses, as described in the Company’s proxy statement filed
in connection with the 2019 annual meeting of
shareholders.
Ms.
Keeler is the Vice President for Finance and Treasurer of
Bridgewater College.
Agreement with Neil W. Hayslett
On
October 28, 2019, the Company’s banking subsidiary, Farmers
and Merchants Bank (the “Bank”), entered into a
Separation Agreement and General Release (the
“Agreement”) with Neil W. Hayslett in connection with
Mr. Hayslett’s previously-announced retirement as Executive
Vice President and Chief Operating Officer of the
Company.
Pursuant to the
Agreement, Mr. Hayslett is entitled to receive continuation of his
current base salary for a period of twelve months following his
retirement, as well as certain contributions to his health benefits
during that period. The Agreement also contains customary release
and waiver of claims provisions in favor of the Bank and affiliated
parties.
The
foregoing summary of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Separation
Agreement and General Release, by and between Farmers and Merchants
Bank and Neil W. Hayslett.
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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: November 1, 2019
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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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