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)
June 8, 2012
Medallion Financial Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00188 | 04-3291176 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 437 Madison Avenue, 38th Floor, New York, New York | 10022 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 328-2100
Not Applicable
(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. |
Medallion Financial Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 8, 2012. A summary of the matters voted on at the Annual Meeting by the Company’s stockholders is set forth below.
1. The following individuals were elected to the Company’s Board of Directors to serve as Class I Directors until the 2015 annual meeting of stockholders by the following votes:
| NOMINEE |
VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||||||||
| Stanley Kreitman |
11,200,163 | 445,189 | 4,787,576 | |||||||||
| Frederick A. Menowitz |
11,107,649 | 537,703 | 4,787,576 | |||||||||
| David L. Rudick |
6,000,368 | 5,644,884 | 4,787,676 | |||||||||
2. The Company’s stockholders ratified the appointment of WeiserMazars LLP as the Company’s independent registered public accounting firm by the following votes:
| VOTES FOR |
VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||
| 16,078,920 | 311,676 | 42,329 | — | |||||||||||
3. The Company’s stockholders approved a non-binding advisory resolution to approve executive compensation by the following votes:
| VOTES FOR |
VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||
| 10,654,917 | 693,556 | 296,879 | 4,787,576 | |||||||||||
4. The Company’s stockholders voted in favor of every year in the non-binding advisory vote on the frequency of conducting future advisory votes to approve executive compensation by the following votes:
| EVERY YEAR |
EVERY TWO YEARS | EVERY THREE YEARS | ||||||||
| 6,186,980 | 83,143 | 5,063,787 | ||||||||
| VOTES ABSTAINED |
BROKER NON-VOTES | |||||
| 311,438 | 4,787,581 | |||||
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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.
| MEDALLION FINANCIAL CORP. | ||||
| By: | /s/ Larry D. Hall | |||
| Name: | Larry D. Hall | |||
| Title: | Chief Financial Officer | |||
| Date: June 13, 2012 | ||||
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