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 11, 2024



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, 38th 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 8.01.
Other Events.

On June 11, 2024, Medallion Financial Corp. issued a press release announcing the preliminary results from its 2024 Annual Meeting of Shareholders. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits
   
Press Release, dated June 11, 2024.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 11, 2024



MEDALLION FINANCIAL CORP.




By:
/s/ Anthony N. Cutrone

Name:
Anthony N. Cutrone

Title:
Chief Financial Officer




Exhibit 99.1


Medallion Financial Corp. Announces Preliminary Results of 2024 Annual Meeting of Shareholders

Results Indicate that Shareholders have Decisively Elected Medallion’s Director Nominees and Supported the Company’s Approach to Executive Compensation – Both by an Extremely Wide Margin

Over 80% of Votes Cast in Favor of Board’s Nominees

NEW YORK, NY - June 11, 2024 - Medallion Financial Corp. (NASDAQ: MFIN) (“Medallion” or the “Company”) today announced the preliminary results of the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Based on a preliminary vote count provided by the Company’s proxy solicitor, Medallion shareholders have elected the Company’s director nominees, Robert M. Meyer and David L. Rudnick to the Board of Directors by an extremely wide margin. Over 80% of votes were cast in support of Medallion’s director nominees. Medallion shareholders also voted decisively in support of the Company’s 2023 executive compensation plan and the every-year say-on-frequency vote.

“We appreciate the trust and support of our shareholders as we continue executing on our value creation strategy and delivering strong operational and financial results,” said Andrew Murstein, President and COO of Medallion. “Shareholders have benefited tremendously from the experience and perspectives of Bob, David, and the rest of our Board, and I look forward to their continued guidance and leadership.”

Brent O. Hatch, Lead Independent Director, added, “Medallion Financial continues to perform well and is positioned for future growth. The Board is committed to continue leveraging the diverse perspectives of its members to set and oversee the strategy that best serves the interests of all Medallion shareholders. We thank shareholders for their engagement leading up to this year’s Annual Meeting and we look forward to maintaining the dialogue.”

The results announced today are subject to certification by the independent inspector of elections for the Annual Meeting. Final voting results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission in the coming days.

About Medallion Financial Corp.

Medallion Financial Corp. (NASDAQ:MFIN) and its subsidiaries originate and service a growing portfolio of consumer loans and mezzanine loans in various industries. Key industries served include recreation (towable RVs and marine) and home improvement (replacement roofs, swimming pools, and windows). Medallion Financial Corp. is headquartered in New York City, NY, and its largest subsidiary, Medallion Bank, is headquartered in Salt Lake City, Utah. For more information, please visit www.medallion.com.


Forward-Looking Statements

Please note that this press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, net interest income and expenses, other expenses, earnings, growth, and our growth strategy. These statements are often, but not always, made using words or phrases such as “will” and “continue” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These statements relate to future public announcements of our earnings, the impact of the pending SEC litigation, expectations regarding our loan portfolio, including collections on our medallion loans, the potential for future asset growth, and market share opportunities. Medallion’s actual results may differ significantly from the results discussed in such forward-looking statements. For example, statements about the effects of the current economy, whether inflation or the risk of recession, operations, financial performance and prospects constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond Medallion’s control. In addition to risks relating to the current economy, a description of certain risks to which Medallion is or may be subject, including risks related to the pending SEC litigation, please refer to the factors discussed under the heading “Risk Factors” in Medallion’s 2023 Annual Report on Form 10-K.

Medallion Financial Contact:
Investor Relations
212-328-2176
InvestorRelations@medallion.com



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Entity Address, Address Line One 437 Madison Avenue
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Entity Address, City or Town New York
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Entity Address, Postal Zip Code 10022
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