What changed in this filing

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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-15 · 80 added, 80 removed, 95 unchanged (63% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness

of the disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(a)).

Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this Report, the disclosure controls

and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and timely reported as

provided in the SEC’s rules and forms.

the disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(a)).

Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this Report, the disclosure controls and

procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and timely reported as provided in

the SEC’s rules and forms.

REPORT OF MANAGEMENT

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Management is responsible for establishing and maintaining an effective system of internal control over financial reporting.

The internal control system is augmented by written policies and procedures and by

audits performed by an internal audit staff (assisted in certain instances by contracted external audit resources other than the independent registered public accounting firm), which reports to the Audit Committee of the Board of Directors.

Internal auditors monitor the operation of the internal and external control system and report findings to management and the Audit Committee.

When appropriate, corrective actions are taken to address identified control deficiencies and other

opportunities for improving the system.

The Audit Committee provides oversight to the financial reporting process.

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error

and circumvention or overriding of controls.

The internal control system is augmented by written policies and procedures and by audits

performed by an internal audit staff (assisted in certain instances by outside third party audit resources other than the independent registered public accounting firm), which reports to the Audit & Risk Committee of the Board of Directors.

Internal auditors monitor the operation of the internal and external control system and report findings to management and the Audit & Risk Committee.

When appropriate, corrective actions are taken to address identified control deficiencies

and other opportunities for improving the system.

The Audit & Risk Committee provides oversight to the financial reporting process.

There are inherent limitations in the effectiveness of any system of internal control, including the

possibility of human error and circumvention or overriding of controls.

Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation.

Further, because of changes in conditions, the

effectiveness of an internal control system may vary over time.

The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of the Company’s management.

The Audit Committee is responsible for the selection of the independent

registered public accounting firm.

Further, because of changes in

conditions, the effectiveness of an internal control system may vary over time.

The Audit & Risk Committee of the Board of Directors is comprised entirely of outside directors who are independent of the Company’s management.

The Audit & Risk Committee is responsible for the selection

of the independent registered public accounting firm.

It meets periodically with management, the independent auditors and the internal auditors to ensure that they are carrying out their responsibilities.

The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of the Company in addition to reviewing the Company’s

financial reports.

The independent auditors and the internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the adequacy of the internal control structure for financial

reporting and any other matters, which they believe should be brought to the attention of the Committee.

/s/ Stephen W.

The Audit & Risk Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of the Company in addition to reviewing the

Company’s financial reports.

The independent auditors and the internal auditors have full and free access to the Audit & Risk Committee, with or without the presence of management, to discuss the adequacy of the internal control structure for

financial reporting and any other matters, which they believe should be brought to the attention of the Committee.

Chairman, President, and Chief Executive Officer

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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

There are inherent limitations in any internal control, no matter how well designed and misstatements due to error or fraud may occur and not be detected, including the possibility of circumvention or overriding

Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation.

Further, because of changes in conditions, the effectiveness of an internal control

system may vary over time.

Further, because of changes in conditions, the effectiveness of an internal control system may

vary over time.

Management assessed the effectiveness of the internal control structure over financial reporting as of December 31, 2023.

2 unchanged sentences

Based on this assessment, management believes that the Company’s internal control over financial reporting is effective as of December 31, 2023.

The Company’s independent registered public accounting firm has audited the consolidated financial statements for the year ended December 31, 2022, has issued an audit report on the Company’s internal control

over financial reporting.

The Company’s independent registered public accounting firm has audited the consolidated financial statements for the year ended December 31, 2023, has issued an audit report on the Company’s internal control over

financial reporting.

Such audit report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board as of

1 unchanged sentence

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31,

There have been no material changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31,

2023, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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Directors, Executive Officers and Corporate Governance

Information regarding “Directors and Executive Officers” is set forth under the headings “Annual Meeting Business Matters – Proposal No.

1 – Election of Directors” and “Executive Compensation – Compensation

Discussion and Analysis – Named Executive Officers Who Are Not Directors” of the Company’s 2023 Annual Meeting Proxy Statement (“Proxy Statement”) and is incorporated herein by reference.

Information regarding “Delinquent Section 16(a) Reports” is set forth under the section “Other Matters – Delinquent Section 16(a) Reports” of the Company’s Proxy Statement

and is incorporated herein by reference.

Information regarding “Directors and Executive Officers” is set forth under the headings “Annual Meeting

Business Matters – Proposal No.

1 – Election of Directors” and “Executive Compensation – Compensation Discussion and Analysis – Executive Officers Who Are Not Directors” of the Company’s 2024 Annual Meeting Proxy

Statement (“Proxy Statement”) and is incorporated herein by reference.

Information regarding “Delinquent Section 16(a) Reports” is set forth under the section “Other Matters – Delinquent Section 16(a) Reports” of the Company’s Proxy Statement and is incorporated herein by reference.

Information regarding the Company’s corporate governance and board committees is set forth under the heading “Corporate Governance – Board of Directors Meetings” and “ – Committees of the Board” in the Company’s

Proxy Statement and is incorporated by reference.

Proxy Statement and is incorporated herein by reference.

Consistent with the requirements of the Sarbanes-Oxley Act, the Company has a Code of Conduct applicable to senior financial officers including the principal executive officer, principal financial officer and

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Information regarding “Principal Accounting Fees and Services” is set forth under the heading “Fees and Services of Independent Registered Public Accounting Firm” of the Company’s Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

List of Financial Statements and Financial Statement Schedules

The following documents are filed as a part of this Annual Report on Form 10-K:

The following documents are filed as a part of this Form 10-K:

Financial Statements and

Financial Statement schedules required to be filed by Item 8 of this Annual Report on Form 10-K.

The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Annual Report on Form 10-K:

Amended and Restated Certificate of Incorporation filed on Registrant’s Form 10-K for the year ended December 31, 2022.

Financial Statement schedules required to be filed by Item 8 of this Form 10-K.

The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Form 10-K:

Amended and Restated Certificate of Incorporation filed on Registrant’s Form 10-K for the year ended

December 31, 2022, and incorporated herein by reference.

Amended and Restated By-Laws filed on Registrant’s Form 10-K for the year ended December 31, 2022,

Certificate of Designation for the Series A Junior Participating Preferred Stock (included as Exhibit A to the Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company,

dated as of August 5, 2008, filed as Exhibit 4.1 below), filed on the Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference.

Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company, dated as of August 5, 2008, including Form of Right Certificate attached thereto as Exhibit B, filed on the

Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference.

and incorporated herein by reference.

Certificate of Designation for the Series A Junior Participating Preferred Stock (included as Exhibit A to the

Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company, dated as of August 5, 2008, filed as Exhibit 4.1 below), filed on the Registrant’s Form 10-Q for the quarter ended June 30, 2008, is

incorporated herein by reference.

Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company , dated as of August

5, 2008, including Form of Right Certificate attached thereto as Exhibit B, filed on the Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference.

Amendment No.

1 to Rights Agreement between Farmers & Merchants Bancorp and Computershare Trust, N.A., as Rights Agent, dated as of February 18, 2016, incorporated herein

by reference to Exhibit 4.2 of the Registrant’s Form 8-A/A filed on February 19, 2016.

Description of F&M Bancorp Capital Stock, filed on Registrant’s Form 10-K for the year ended December 31, 2019.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Kent A.

Steinwert, filed on Registrant’s Form 10-Q for the quarter ended

June 30, 2019, is incorporated herein by reference.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Deborah E.

Skinner, filed on Registrant’s Form 10-Q for the quarter ended

June 30, 2019, is incorporated herein by reference.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Jay J.

Colombini, filed on Registrant’s Form 10-Q for the quarter ended

June 30, 2019, is incorporated herein by reference.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Ryan J.

Misasi, filed on Registrant’s Form 10-Q for the quarter ended

June 30, 2019, is incorporated herein by reference.

1 to Rights Agreement between Farmers & Merchants Bancorp and Computershare Trust, N.A., as Rights

Agent , dated as of February 18, 2016, incorporated herein by reference to Exhibit 4.2 of the Registrant’s Form 8-A/A filed on February 19, 2016.

Description of F&M Bancorp Capital Stock , filed on Registrant’s Form 10-K for the year

ended December 31, 2019.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central

California and Kent A.

Steinwert , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central

California and Deborah E.

Skinner , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference.

Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central

California and Ryan J.

Misasi , filed on Registrant’s Form 10-Q for the quarter ended June 30, 2019, is incorporated herein by reference.

Employment Agreement effective May 1, 2017, between Farmers & Merchants Bank of Central California and David M.

Zitterow, filed on the Registrant’s Current Report on Form 8-K dated June 30, 2017, is

incorporated herein by reference.

Employment Agreement effective August 1, 2022, between Farmers & Merchants Bank of Central California and Kyle Koelbel, filed on the Registrant’s Form 10-Q for the quarter ended September 30, 2022, is

incorporated herein by reference.

Executive Retirement Plan – Performance Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is

incorporated herein by reference.

Executive Retirement Plan – Retention Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is incorporated herein by reference.

Executive Retirement Plan – Salary Component, amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.

Executive Retirement Plan – Equity Component, amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.

Senior Management Retention Plan, amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.

Subsidiaries of the Registrant, filed on Registrant’s Form 10-K for the year ended December 31, 2003, is incorporated herein by reference.

Zitterow , filed on the Registrant’s Current Report on Form 8-K dated June 30, 2017, is incorporated herein by reference.

Employment Agreement effective August 1, 2022, between Farmers & Merchants Bank of Central

California and Kyle Koelbel , filed on the Registrant’s Form 10-Q for the quarter ended September 30, 2022, is incorporated herein by reference.

Executive Retirement Plan – Performance Component as amended on

November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is incorporated herein by reference.

Executive Retirement Plan – Retention Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q

for the period ended September 30, 2010, is incorporated herein by reference.

Executive Retirement Plan – Salary Component , amended and restated on November 29, 2014, filed on Registrant’s

Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.

Executive Retirement Plan – Equity Component , amended and restated on November 29, 2014, filed on Registrant’s

Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.

Senior Management Retention Plan , amended and restated on November 29, 2014, filed on Registrant’s Form 10-K

for the year ended December 31, 2014, is incorporated herein by reference.

Employment Agreement effective March 27, 2023, between Farmers & Merchants Bank of Central

California and Bart R.

Olson , filed on Registrant’s Form 10-Q for the quarter ended March 31, 2023, is incorporated herein by reference.

Employment Agreement effective April 1, 2023, between Farmers & Merchants Bank of Central

California and John W.

Weubbe , filed on Registrant’s Form 10-Q for the quarter ended March 31, 2023, is incorporated herein by reference.

Subsidiaries of the Registrant , filed on Registrant’s Form 10-K for the year ended December 31, 2003,

is incorporated herein by reference.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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(Principal Executive Officer)

FARMERS & MERCHANTS BANCORP

/s/ Stephen W.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kent A.

Steinwert and Stephen W.

Haley, jointly and severally, his or her attorney-in-fact, with the

power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange

Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 14, 2024, by the following persons on behalf of the registrant and in the capacities indicated.

1 unchanged sentence

(Principal Executive Officer)

/s/ Stephen W.

Executive Vice President and Chief Financial Officer

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures