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) May 21, 2015
MARLIN BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-50448 | 38-3686388 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 300 Fellowship Road, Mount Laurel, NJ | 08054 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (888) 479-9111
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 21, 2015, the Registrant held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the shareholders elected seven Directors to serve until the 2016 Annual Meeting of Shareholders and until their successors are elected and qualified. The vote on each Director is set forth below:
| Name |
For | Withheld | ||||||
| John J. Calamari |
8,883,514 shares | 800,043 shares | ||||||
| Lawrence J. DeAngelo |
9,355,033 shares | 328,524 shares | ||||||
| Daniel P. Dyer |
7,210,663 shares | 2,472,894 shares | ||||||
| Scott Heimes |
9,379,192 shares | 304,365 shares | ||||||
| Matthew J. Sullivan |
9,331,427 shares | 352,130 shares | ||||||
| J. Christopher Teets |
8,377,068 shares | 1,306,489 shares | ||||||
| James W. Wert |
9,266,060 shares | 417,497 shares | ||||||
There were no broker non-votes.
The shareholders also approved, on an advisory basis, the following resolution:
“RESOLVED, that the compensation paid to the named executive officers of Marlin Business Services Corp. (“Marlin”), as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion as disclosed in Marlin’s Proxy Statement for the 2015 Annual Meeting of Shareholders, is hereby approved.”
Such resolution was approved by a vote of 9,579,999 for, 103,558 against and 0 abstained. There were no broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARLIN BUSINESS SERVICES CORP. | ||||
| (Registrant) | ||||
| Date: May 28, 2015 | /s/ Edward R. Dietz | |||
| Edward R. Dietz | ||||
| Senior Vice President, General Counsel and Secretary | ||||