Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Shareholders held by Medallion Financial Corp. on June 9, 2026. The record date for the meeting was April 13, 2026, with 23,864,438 shares of common stock outstanding. A quorum was established with 17,419,949 shares (73.0%) present in person or by proxy.
Key Financial Metrics
This filing is a current report regarding shareholder voting results and does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not provided in this document.
Material Changes and Voting Results
The filing details the outcomes of three proposals submitted to shareholders:
- Proposal 1 (Election of Class III Directors): Shareholders elected all Company nominees (John Everets, Cynthia A. Hallenbeck, Alvin Murstein) for terms expiring in 2029. This marks the third consecutive annual meeting where the dissident group, BIMIZCI Fund LLC, failed to elect any of its nominees (Eric Kelly, John Kiernan, Timothy Shanahan).
- Proposal 2 (Appointment of Auditor): Shareholders ratified the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the year ending December 31, 2026.
- Proposal 3 (Executive Compensation): Shareholders approved a non-binding advisory resolution to approve the 2025 compensation of named executive officers.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. The primary risk context noted is the ongoing shareholder activism by BIMIZCI Fund LLC, which has submitted director nominations for three consecutive years without success.
Key Facts for Investor Verification
- Company nominees retained control of the Class III director seats despite continued opposition from BIMIZCI Fund LLC.
- Plante & Moran, PLLC was ratified as the independent auditor for the 2026 fiscal year.
- Shareholders approved the 2025 executive compensation package.
- Significant voting dissent was recorded for Company nominee Alvin Murstein (4,596,312 votes withheld) and the dissident nominees.