MEDALLION FINANCIAL CORP. (NASDAQ:MFIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On October26, 2017, the Board of Directors (the “Board”) of Medallion Financial Corp. (the “Company”), upon the recommendation of the Board’s Nominating and Governance Committee, increased the size of the Board from eight to nine members and appointed Allan Tanenbaum to serve as a member of the Board, effective immediately. Mr.Tanenbaum was also appointed to the Compensation Committee of the Board, effective immediately. The Board determined that Mr.Tanenbaum is an independent director within the meaning of the NASDAQ Stock Market listing standards.
Mr.Tanenbaum is currently Of Counsel at Taylor English, an Atlanta-based law firm, in their Corporate and Business practice group. In addition, he is co-founder, Managing Partner and General Counsel of Equicorp Partners, a private equity and advisory firm. Before founding Equicorp Partners, Mr.Tanenbaum was General Counsel at AFC Enterprises, Inc., the franchisor of Popeyes Louisiana Chicken, Church’s Chicken, Seattle’s Best Coffee and Cinnabon. Mr.Tanenbaum also spent more than 30 years in private practice. He also currently serves on the Board of Directors of DSW Shoe Warehouse, where he chairs the Compensation Committee and is a member of the Audit Committee, as well as on the boards of several privately owned corporations.
There are no arrangements or understandings between Mr.Tanenbaum and any other persons to which Mr.Tanenbaum was selected as a director of the Company. There are no transactions between Mr.Tanenbaum and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr.Tanenbaum will receive compensation for his service as a non-employee director of the Company’s Board in accordance with the terms of the Company’s director compensation program, which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May1, 2017.
Item 5.02. OTHER EVENTS.
On October30, 2017, the Company issued a press release to the news media announcing the appointment of Mr.Tanenbaum to the Board.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in the press release is being furnished, not filed, to Item 5.02. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Please note that this report and Exhibit 99.1 hereto contain forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, costs, sales, net investment income, earnings, and growth. The Company’s actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those factors discussed under the heading “Risk Factors,” in the Company’s 2016 Annual Report on Form 10-K.
On October27, 2017, Medallion Financial Corp. (the “Company”) mailed a Letter to Stockholders regarding the Company’s common stock repurchase program.
A copy of the Letter to Stockholders is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 5.02. FINANCIAL STATEMENTS AND EXHIBITS.
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ExhibitNo. |
Description |
| 99.1 | Press release, dated October30, 2017. |
| 99.2 | Letter to Stockholders, dated October27, 2017. |
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Exhibit Index
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MEDALLION FINANCIAL CORP ExhibitEX-99.1 2 d478700dex991.htm EX-99.1 EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE: MEDALLION FINANCIAL CORP. ANNOUNCES APPOINTMENT OF ALLAN TANENBAUM TO BOARD OF DIRECTORS NEW YORK,…To view the full exhibit click here
About MEDALLION FINANCIAL CORP. (NASDAQ:MFIN)
Medallion Financial Corp. is a closed-end, non-diversified management investment company. The Company is a specialty finance company, which is engaged in originating, acquiring and servicing loans that finance taxicab medallions and various types of commercial businesses. The Company operates in lending and investing operations segment. It originates and services medallion, secured commercial, and consumer loans, and invests in both marketable and nonmarketable securities. The Company’s subsidiary, Medallion Bank, also originates consumer loans for the purchase of recreational vehicles, boats, motorcycles, trailers, and to finance small-scale home improvements. The Company also conducts business through its asset-based lending division, Medallion Business Credit, an originator of loans to small businesses for the purpose of financing inventory and receivables.