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.
(e)Medallion Financial Corp. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June15, 2018. At the Annual Meeting, the Company’s shareholders approved the adoption of the Medallion Financial Corp. 2018 Equity Incentive Plan (the “Plan”). A description of the Plan is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April30, 2018 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Plan is qualified in its entirety by reference to the Plan, which is attached as Annex A to the Proxy Statement and is incorporated by reference herein.
| Item 5.02. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Company held the Annual Meeting on June15, 2018. A summary of the matters voted on at the Annual Meeting by the Company’s shareholders is set forth below.
1.The following individuals were elected to the Company’s Board of Directors to serve as ClassI Directors until the 2021 annual meeting of shareholders by the following votes:
| NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| Frederick A. Menowitz | 7,621,582 | 1,064,987 | 12,877,663 |
| David L. Rudick | 7,487,917 | 1,198,652 | 12,877,663 |
2.The Company’s shareholders ratified the appointment of Mazars USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 by the following votes:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 20,819,489 | 469,589 | 275,154 |
3.The Company’s shareholders approved a non-binding advisory resolution to approve executive compensation by the following votes:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 5,660,888 | 2,881,187 | 144,494 | 12,877,663 |
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4.The Company’s shareholders 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 |
| 8,160,725 | 135,927 | 248,739 |
| VOTES ABSTAINED | BROKER NON-VOTES |
| 141,178 | 12,877,663 |
In light of these results and consistent with its own recommendation, the Company’s Board of Directors has determined to continue to conduct future advisory votes to approve executive compensation on an annual basis until the next required advisory vote on the frequency of conducting future advisory votes to approve executive compensation.
5.The Company’s shareholders approved the adoption of the Medallion Financial Corp. 2018 Equity Incentive Plan by the following votes:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 7,193,208 | 1,406,634 | 86,727 | 12,877,663 |
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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.
