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 19, 2020
MEDALLION FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37747 | 04-3291176 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 437 Madison Avenue New York, New York |
10022 | |||
| (Address of principal executive offices) | (Zip code) | |||
(212) 328-2100
(Registrant’s telephone number, including area code)
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)) |
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, par value $0.01 per share 9.000% Senior Notes due 2021 |
MFIN MFINL |
NASDAQ Global Select Market NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Security Holders. |
Medallion Financial Corp. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 19, 2020. 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 III Directors until the 2023 annual meeting of stockholders by the following votes:
| NOMINEE |
VOTES FOR | VOTES WITHELD | BROKER NON-VOTES | |||||||||
| Alvin Murstein |
13,053,004 | 2,235,484 | 6,655,738 | |||||||||
| John Everets |
12,837,308 | 2,451,180 | 6,655,738 | |||||||||
| Cynthia A. Hallenbeck |
13,241,025 | 2,047,463 | 6,655,738 | |||||||||
2. The Company’s stockholders ratified the appointment of Mazars USA LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 by the following votes:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES |
|||||||||||
| 19,351,226 | 2,522,362 | 70,595 | 0 | |||||||||||
3. The Company’s stockholders approved a non-binding advisory resolution to approve the 2019 compensation of the Company’s named executive officers, as described in the proxy statement by the following votes:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES |
|||||||||||
| 12,549,222 | 2,620,230 | 119,036 | 6,655,738 | |||||||||||
4. The Company’s stockholders approved the amendment to the 2018 Equity Incentive Plan, to increase the number of shares of our common stock authorized for issuance thereunder, as described in the proxy statement by the following votes:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES |
|||||||||||
| 12,571,933 | 2,676,919 | 39,636 | 6,655,738 | |||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 22, 2020
| MEDALLION FINANCIAL CORP. | ||
| By: | /s/ Larry D. Hall | |
| Name: Larry D. Hall | ||
| Title: Chief Financial Officer | ||
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