UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

LOGO

 

 

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 10, 2020

 

 

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

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:

 

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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $.01 par value   MRLN   NASDAQ Global Select Market

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2020 Annual Meeting of Shareholders of Marlin Business Services Corp. (the “Company”) held on Wednesday, June 10, 2020, at 9:00 a.m., local time (the “2020 Annual Meeting”), shareholders holding 11,308,408 shares of the Company’s common stock, par value $0.01 per share, were present, individually or by proxy, representing approximately 95.1% of the 11,887,531 shares of the Company’s common stock that were issued and outstanding as of April 24, 2020, the record date for the 2020 Annual Meeting.

At the 2020 Annual Meeting, the Company’s shareholders (i) elected Messrs. John J. Calamari, Lawrence J. DeAngelo, Scott A. Heimes, Jeffrey A. Hilzinger, Matthew J. Sullivan, J. Christopher Teets and James W. Wert, as directors, each to serve until the Company’s 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until their earlier death, retirement or resignation (the “Director Election Proposal”), (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K (the “Say on Pay Proposal”) and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (the “Ratification of Auditors Proposal”).

Votes cast at the 2020 Annual Meeting were as follows:

PROPOSAL #1: DIRECTOR ELECTION PROPOSAL

 

    

For

  

Withheld

John J. Calamari

   9,155,722    1,256,918

Lawrence J. DeAngelo

   7,753,939    2,658,701

Scott A. Heimes

   10,114,209    298,431

Jeffrey A. Hilzinger

   10,106,770    305,870

Matthew J. Sullivan

   9,162,327    1,250,313

J. Christopher Teets

   9,879,216    533,424

James W. Wert

   9,155,963    1,256,677

There were 895,768 broker non-votes with respect to Proposal #1.

PROPOSAL #2: SAY ON PAY PROPOSAL

 

For

  

Against

  

Abstain

  

Broker Non-Votes

9,407,488    996,349    8,803    895,768

PROPOSAL #3: RATIFICATION OF AUDITORS PROPOSAL

 

For

  

Against

  

Abstain

    
11,287,384    18,014    3,010     

There were no broker non-votes with respect to Proposal #3.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

MARLIN BUSINESS SERVICES CORP.

Date: June 11, 2020     By:   /s/ Ryan Melcher
   

Name:

  Ryan Melcher
   

Title:

  Senior Vice President & General Counsel