F&M BANK CORP 8-K

What Happened F&M Bank Corp. (FMBM) filed an 8-K on May 27, 2026 reporting that its Board approved an amendment to the company's 2020 Stock Incentive Plan on May 21, 2026. The amendment (filed as Exhibit 10.1) adds a formal definition of "Retirement," gives the Compensation Committee discretion to accelerate vesting on Retirement, and updates the plan’s clawback language.

Key Details

• The Board-approved amendment defines “Retirement” as termination of employment or service after a participant has reached age 65 and completed at least five consecutive years of employment or service with the Company or an affiliate.
• The Compensation Committee may, in its discretion upon a participant’s Retirement, accelerate vesting of some or all unvested awards, subject to the Plan and award agreements.
• The Plan’s clawback provision was clarified to state that awards are subject to deductions, recovery, or repayment required by any company policy that implements applicable laws, government regulations, or stock exchange listing requirements.
• The amendment was approved May 21, 2026 and disclosed in the 8-K filed May 27, 2026 (Exhibit 10.1).

Why It Matters These changes formalize how the company treats equity awards for long-tenured employees who retire and give the Compensation Committee flexibility to accelerate vesting in those cases. The clarified clawback language aligns award recovery with legal, regulatory, and listing-rule requirements. For investors, the amendment affects how and when equity awards may vest or be recovered, which can influence share-based compensation timing and potential dilution; details and implementation remain subject to committee decisions and award agreements.