Farmers Merchants Bancshares Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
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Sep 30, 2024 · Filed Nov 14, 2024
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Item 1A. Risk Factors
The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Form 10-K. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed except as follows:
The Company is subject to risks from a proxy* contest *and/or the actions of activist stockholders.
In a document filed with the SEC by Barry and Carol Renbaum on July 8, 2024, the Renbaums stated that they intend to nominate up to three candidates for election to the Company’s Board of Directors at the 2025 annual meeting of stockholders. A proxy contest or related activities on the part of the Renbaums or other activist stockholders could adversely affect our business for a number of reasons, including, without limitation, the following:
| ● | Responding to proxy contests and other actions by activist stockholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees; |
| ● | Perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel, business partners, customers and others important to our success, any of which could negatively affect our business and our results of operations and financial condition; and |
| ● | Our ability to effectively and timely implement our strategic plans and/or to realize long-term value from our assets could be adversely affected if nominees advanced by activist stockholders are elected or appointed to our Board of Directors with a specific agenda, and that could in turn have an adverse effect on our business and on our results of operations and financial condition. |
Proxy contests may cause our stock price to experience periods of volatility. Further, if a proxy contest results in a change in control of our Board of Directors, then such an event could subject us to risks relating to certain third parties' rights under our existing contractual obligations, which could adversely affect our business.
None.
None.
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Not Applicable.
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