Current Report Filing (8-k)
June 19 2018 - 8:49AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2018
MEDALLION FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-37747
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04-3291176
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(Commission File Number)
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(IRS Employer Identification Number)
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437 Madison Avenue
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (212)
328-2100
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.02.
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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(e) Medallion Financial Corp. (the Company) held its annual meeting of shareholders (the Annual Meeting) on
June 15, 2018. At the Annual Meeting, the Companys 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 Companys
Definitive Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 30, 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 5.07.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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The Company held the Annual Meeting on
June 15, 2018. A summary of the matters voted on at the Annual Meeting by the Companys shareholders is set forth below.
1. The following individuals were elected to the Companys Board of Directors to serve as Class I Directors until the 2021
annual meeting of shareholders by the following votes:
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NOMINEE
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VOTES FOR
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VOTES WITHHELD
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BROKER
NON-VOTES
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Frederick A. Menowitz
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7,621,582
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1,064,987
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12,877,663
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David L. Rudick
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7,487,917
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1,198,652
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12,877,663
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2. The Companys shareholders ratified the appointment of Mazars USA LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2018 by the following votes:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER
NON-VOTES
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20,819,489
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469,589
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275,154
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0
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3. The Companys shareholders approved a
non-binding
advisory resolution to approve executive compensation by the following votes:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER
NON-VOTES
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5,660,888
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2,881,187
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144,494
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12,877,663
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2
4. The Companys 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:
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EVERY YEAR
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EVERY TWO YEARS
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EVERY THREE YEARS
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8,160,725
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135,927
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248,739
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VOTES ABSTAINED
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BROKER
NON-VOTES
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141,178
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12,877,663
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In light of these results and consistent with its own recommendation, the Companys 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 Companys shareholders approved the adoption of the Medallion Financial Corp. 2018 Equity Incentive Plan by the following
votes:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER
NON-VOTES
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7,193,208
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1,406,634
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86,727
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12,877,663
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3
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.
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MEDALLION FINANCIAL CORP.
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By:
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/s/ Larry D. Hall
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Name: Larry D. Hall
Title: Chief Financial Officer
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Date: June 19, 2018
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