8-K

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 29, 2018

METROPOLITAN BANK HOLDING CORP.

(Exact name of the registrant as specified in its charter)

New York	001-38282	13-4042724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

99 Park Avenue, New York, New York	10016
(Address of principal executive offices)	(Zip Code)

(212) 659-0600

(Registrant's telephone number)

N/A

(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-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2018, Metropolitan Bank Holding Corp. (the "Company"), the holding company for Metropolitan Commercial Bank (the "Bank"), announced the appointment of Anthony J. Fabiano as Chief Financial Officer of the Company and the Bank. Mr. Fabiano brings to the Company more than 35 years of experience across a broad range of finance, accounting and management disciplines, primarily in the banking sector. Most recently, he was President, Chief Operating Officer and a member of the Board of Directors at Hudson City Bancorp, based in Paramus, New Jersey. Additional information regarding Mr. Fabiano is included in the Company's press release dated June 4, 2018.  A copy of the press release is attached hereto as Exhibit 99.1, and incorporated by reference herein.

Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

On May 29, 2018, the Board of Directors amended the Company's Code of Ethics (the "Code").  The Code is compliant with the rules of the New York Stock Exchange ("NYSE") and meets the definition of a code of ethics provided in Item 406 of SEC Regulation S-K.  The Code was amended to more specifically address what the Company believes to be best practice regarding codes of conduct for directors, officers and other employees of a public company. No amendments were made to waive any provision of the Code of Ethics.  The amended Code of Ethics is available on the Company's website, www.metropolitanbankny.com.

Item 5.07 Submission of Matters to a Vote of Securities Holders

The Annual Meeting of Stockholders of the Company was held on May 29, 2018.  The matters listed below were submitted to a vote of the stockholders.  Of the 8,194,925 shares outstanding and entitled to vote, 7,017,952 shares were present at the meeting in person or by proxy.  The final results of the stockholder vote are as follows:

1. The election of four directors of the Company, to serve for three-year terms and until their successors are elected and qualified.

	Term	For	Withhold	Broker Non-Votes
Mark R. DeFazio	3 years	6,036,529	379,962	601,461
Harvey M. Gutman	3 years	6,036,179	380,312	601,461
George J. Wolf, Jr.	3 years	6,000,137	416,354	601,461
Robert Usdan	3 years	5,987,189	429,302	601,461
Terence J. Mitchell	1 year	6,038,091	378,400	601,461

2. The ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.

Shares Voted For	Shares Voted Against	Abstentions	Broker Non-votes
7,012,669	621	4,662	—

3. Approval of an amendment to Article 4 of the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from ten million shares to twenty-five million shares.

Shares Voted For	Shares Voted Against	Abstentions	Broker Non-votes
6,448,446	355,913	213,593	—

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Press Release dated June 4, 2018

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.

	METROPOLITAN BANK HOLDING CORP.
Dated: June 4, 2018	By:     /s/ Mark R. DeFazio
	Mark R. DeFazio
	President and Chief Executive Officer

EX-99.1

Metropolitan Bank Holding Corp. Appoints Anthony J. Fabiano Chief Financial Officer

NEW YORK, June 4, 2018 – Metropolitan Bank Holding Corp. (NYSE: MCB) ("Metropolitan" or the "Company"), the holding company for Metropolitan Commercial Bank (the "Bank"), today announced that the Company has appointed Anthony J. Fabiano as Chief Financial Officer, effective immediately. He will report to Mark DeFazio, President and Chief Executive Officer, and will be responsible for accounting, financial reporting, investor relations, tax and capital planning.

Mr. Fabiano brings more than 34 years of experience across a broad range of finance, accounting and management disciplines, primarily in the banking sector. Most recently, he was President, Chief Operating Officer and a member of the Board of Directors at Hudson City Bancorp, based in Paramus, New Jersey. In this role, Mr. Fabiano oversaw all operating departments, led the development of Hudson City's strategic plan and served in leadership roles on various committees, including Asset/Liability, Enterprise Risk Management, Asset Quality, Disclosure and IT Governance.  Mr. Fabiano also served as Hudson City's Principal Accounting Officer.

"Tony is a highly accomplished executive with a broad base of proven skills across finance, strategy, operations, risk management and accounting, as well as decades of experience in the New York metropolitan region banking market," said CEO Mark DeFazio. "We are excited that Tony is joining our team as we continue to drive growth, profitability and shareholder value."

"I am delighted to join Metropolitan and help support its continued growth as a relationship-driven bank that combines personal service with a suite of products and services that match those of its largest competitors," said Mr. Fabiano. "Metropolitan has a strong, differentiated business model and a great team."

Prior to Hudson City, Mr. Fabiano was Senior Vice President, Chief Financial Officer and Corporate Secretary at Sound Federal Bancorp, where he was responsible for accounting, financial reporting and budgeting, and played broad leadership roles in capital raises, retail branch network expansion, an acquisition and the sale of the company. Before that, he served as Senior Vice President and Chief Financial Officer at MSB Bancorp. Mr. Fabiano received a B.S. in Accounting from Manhattan College, and graduated with honors from the National School of Banking. He is also a Member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants.

About Metropolitan Bank Holding Corporation

Metropolitan Bank Holding Corp. (NYSE: MCB) is the holding company for Metropolitan Commercial Bank®, The Entrepreneurial Bank. The Bank provides a broad range of business, commercial and personal banking products and services to small and middle-market businesses, public entities and affluent individuals in the New York metropolitan area. Founded in 1999, the Bank is headquartered in New York City and operates five locations in Manhattan, Brooklyn and Great Neck, Long Island. The Bank is also an active issuer of debit cards for third-party debit card programs. Metropolitan Commercial Bank is a New York State chartered commercial bank, an FDIC member and an equal opportunity lender. For more information, please visit www.metropolitanbankny.com.

Forward Looking Statement Disclaimer

This release contains certain "forward-looking statements" about the Company which, to the extent applicable, are intended to be covered by the safe harbor for forward-looking statements provided under Federal securities laws and, regardless of such coverage, you are cautioned about. Examples of forward-looking statements include but are not limited to the Company's financial condition and capital ratios, results of operations and the Company's outlook and business. Forward-looking statements are not historical facts. Such statements may be identified by the use of such words as "may", "believe", "expect", "anticipate", "plan", "continue", or similar terminology. These statements relate to future events or our future financial performance and involve risks and uncertainties that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we caution you not to place undue reliance on these forward-looking statements. Factors which may cause our forward-looking statements to be materially inaccurate include, but are not limited to, an unexpected deterioration in our loan portfolio, unexpected increases in our expenses, greater than anticipated growth, unanticipated regulatory action, unexpected changes in interest rates, an unanticipated loss of key personnel, an unanticipated loss of existing customers, competition from other institutions resulting in unanticipated changes in our loan or deposit rates, unanticipated increases in Federal Deposit Insurance Corporation costs and unanticipated adverse changes in our customers' economic conditions or economic conditions in our local area in general.

Forward-looking statements speak only as of the date of this release. We do not undertake any obligation to update or revise any forward-looking statement, whether the result of new information, future events or otherwise.

Contacts

Investor Relations

Metropolitan Bank Holding Corp.212-365-6721IR@MetropolitanBankNY.com

or

Media

Sard Verbinnen & Co

Paul Scarpetta/Liz Zale

212-687-8080

MCB-SVC@sardverb.com