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Actionable news in MBVT: Merchants Bancshares, Inc.,

Prospectuses and communications, business combinations

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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)

Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

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:

In accordance with the terms of the Agreement and Plan of Merger dated as of April 27, 2015 between Merchants Bancshares, Inc. (“ Merchants ” or the “ Company ”) and NUVO Bank & Trust Company (“ NUVO ”), on October 22, 2015 the Boards of Directors of the Company and its wholly-owned subsidiary, Merchants Bank, increased the size of their respective Boards by one and appointed Mr. Donald R. Chase, NUVO’s Chairman of the Board, to fill the resulting vacancies, effective upon completion of the merger of NUVO with and into Merchants Bank (the “ Merger ”). As previously reported, the Merger was approved by NUVO’s shareholders on September 30, 2015, and is expected to close on or about December 4, 2015, subject to receipt of all required regulatory approvals.

Also on October 22, 2015, the Boards of Directors of the Company and Merchants Bank appointed Mr. Chase to serve on the following standing committees, effective upon completion of the Merger: Audit and Risk Management Committee, Compensation Committee and Nominating and Governance Committee.

Mr. Chase will be entitled to receive the same compensation paid to the non-employee directors of the Company, which currently consists of annual retainers and fees for attendance at meetings. Mr. Chase will also be eligible to participate in the Amended and Restated 2008 Compensation Plan for Non-Employee Directors and Trustees on the same terms as all other non-employee directors of the Company.

There are no understandings or arrangements between Mr. Chase and any other person pursuant to which he was selected as a director of the Company. There are no related party transactions between the Company and Mr. Chase or his related interests that are reportable under Item 404(a) of Regulation S-K.

Mr. Chase has served as Chairman of NUVO’s Board of Directors since 2008, and is the former President, Chief Executive Officer and a director of Westbank Corporation.

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