MEDALLION FINANCIAL CORP

8-K · d112031d8k.htm

0001000209 2026-06-09 2026-06-09
  
  
 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 9, 2026
  
  

 MEDALLION FINANCIAL CORP.
 (Exact name of registrant as specified in its charter)
  
  

 Delaware
 (State or other jurisdiction of incorporation)
 001-37747
 (Commission File Number)
 04-3291176
 (IRS Employer Identification No.)
  

 437 Madison Avenue , 38 th Floor

 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
  
 MFIN
  
 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.

 On June 9, 2026, Medallion Financial Corp. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). As of April 13, 2026, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 23,864,438 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. 17,419,949 shares of common stock, or 73.0% of the common stock outstanding on the Record Date, were present in person or represented by proxy at the Annual Meeting, constituting a quorum.
 Set forth below are (i) the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026, and (ii) the final certified results of the voting reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting.
 Proposal 1 – Election of Class III Directors
 Shareholders elected each of the Company’s nominees to serve as Class III Directors, each for a term expiring at the 2029 Annual Meeting of Shareholders of the Company, and for the third consecutive annual meeting of shareholders with respect to which BIMIZCI Fund LLC (the “Dissident”) submitted notice of director nominations, did not elect any of the Dissident’s nominees, by the following votes:
  

  
   
 VOTES FOR
  
   
 VOTES WITHHELD
  

 COMPANY NOMINEES

   

   

 John Everets

   
  
 14,905,644
  
   
  
 2,476,122
  

 Cynthia A. Hallenbeck

   
  
 13,199,033
  
   
  
 4,182,873
  

 Alvin Murstein

   
  
 12,785,454
  
   
  
 4,596,312
  

 DISSIDENT NOMINEES

   

   

 Eric Kelly

   
  
 3,384,358
  
   
  
 13,997,407
  

 John Kiernan

   
  
 4,711,028
  
   
  
 12,670,737
  

 Timothy Shanahan

   
  
 2,038,133
  
   
  
 15,343,773
  

 Proposal 2 – Appointment of Independent Registered Public Accounting Firm
 The Company’s stockholders ratified the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the following votes:
  

 VOTES FOR

  
 VOTES AGAINST

  
 VOTES ABSTAINED

 16,425,384
  
 742,483
  
 252,082

 Proposal 3 – Non-Binding Advisory Vote to Approve Named Executive Officer Compensation
 The Company’s stockholders approved a non-binding advisory resolution to approve the 2025 compensation of the Company’s named executive officers, as described in the Company’s proxy statement, by the following votes:
  

 VOTES FOR

  
 VOTES AGAINST

  
 VOTES ABSTAINED

 14,202,106
  
 2,854,013
  
 363,830

 No other matters were properly presented for consideration or shareholder action at the Annual Meeting.

 SIGNATURE
 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.
  

  
 MEDALLION FINANCIAL CORP.

 Dated: June 12, 2026
  
 By:
  
 /s/ Anthony N. Cutrone

  

  
 Name:
  
 Anthony N. Cutrone

  

  
 Title:
  
 Chief Financial Officer