8-K 1 form8k.htm
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 28, 2019
 


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)

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01 per share
  
MCB
  
New York Stock Exchange

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 5.07     Submission of Matters to a Vote of Securities Holders

The Annual Meeting of Stockholders of the Company was held on May 28, 2019.  The matters listed below were submitted to a vote of the stockholders.  Of the 8,320,817 shares outstanding and entitled to vote, 7,585,930 shares were present at the meeting in person or by proxy.  Each matter was approved.  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.

     
For
  
Withhold
  
Broker Non-Votes
  
                 
 
Dale C. Fredston
  
6,041,591
  
772,238
  
772,101
  
                 
 
David M. Gavrin
  
6,032,396
  
781,433
  
772,101
  
                 
 
David J. Gold
  
6,560,348
  
253,481
  
772,101
  
                 
 
Terence J. Mitchell
  
6,561,348
  
252,481
  
772,101
  
                 


2.
The ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

 
  Shares Voted For
  
Shares Voted Against
  
Abstentions
  
Broker Non-votes
  
                 
 
7,563,978
  
2,953
  
18,999
  
–
  


3.
Approval of the Metropolitan Bank Holding Corp. 2019 Equity Incentive Plan.

 
  Shares Voted For
  
Shares Voted Against
  
Abstentions
  
Broker Non-votes
  
                 
 
6,435,834
  
358,195
  
19,800
  
772,101
  


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: May 29, 2019
By:  
/s/ Mark R. DeFazio
   
Mark R. DeFazio
   
President and Chief Executive Officer