UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2024, Medallion Financial Corp. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). As of April 12, 2024, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 23,377,564 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. 16,035,221 shares of common stock, or 68.59% of the common stock outstanding on the Record Date, were present in person or represented by proxy at the Annual Meeting, constituting a quorum.
Set forth below are (i) the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2024, and (ii) the final certified results of the voting reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting.
Proposal 1 – Election of Class I Directors
Shareholders elected each of the Company’s nominees, and did not elect any nominees of Stephen Hodges of ZimCal Asset Management, LLC, to serve as Class I Directors, each for a term expiring at the 2027 Annual Meeting of Shareholders of the Company, by the following votes:
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VOTES FOR |
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VOTES WITHHELD |
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COMPANY NOMINEES |
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Robert M. Meyer |
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12,378,553 |
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3,585,845 |
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David L. Rudnick |
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12,387,339 |
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3,577,602 |
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STEPHEN HODGES NOMINEES |
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Judd Deppisch |
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3,487,856 |
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12,454,195 |
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Stephen Hodges |
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3,524,660 |
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12,418,004 |
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Proposal 2 – Non-Binding Advisory Vote to Approve Named Executive Officer Compensation
The Company’s stockholders approved a non-binding advisory resolution to approve the 2023 compensation of the Company’s named executive officers, as described in the Company’s proxy statement, by the following votes:
VOTES FOR |
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VOTES AGAINST |
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VOTES ABSTAINED |
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11,762,745 |
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4,120,011 |
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152,465 |
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Proposal 3 – Non-Binding Advisory Vote on the Frequency of Conducting Future Advisory Votes to Approve Named Executive Officer Compensation
Shareholders approved “every year” on the non-binding advisory vote on the frequency of conducting future advisory votes to approve named executive officer compensation by the following votes:
EVERY |
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EVERY |
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EVERY THREE YEARS |
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VOTES ABSTAINED |
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14,969,423 |
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214,080 |
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268,042 |
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583,675 |
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No other matters were properly presented for consideration or shareholder action at the Annual Meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 14, 2024
MEDALLION FINANCIAL CORP. |
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By: |
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/s/ Anthony N. Cutrone |
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Name: Anthony N. Cutrone |
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Title: Chief Financial Officer |
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Document and Entity Information |
Jun. 11, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | MEDALLION FINANCIAL CORP. |
| Amendment Flag | false |
| Entity Central Index Key | 0001000209 |
| Document Type | 8-K |
| Document Period End Date | Jun. 11, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37747 |
| Entity Tax Identification Number | 04-3291176 |
| Entity Address, Address Line One | 437 MADISON AVENUE |
| Entity Address, Address Line Two | 38th Floor |
| Entity Address, City or Town | NEW YORK |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10022 |
| City Area Code | 212 |
| Local Phone Number | 328-2100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | MFIN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |