Business Context and Reporting Period
This Form 8-K reports the results of the 2025 Annual Meeting of Shareholders held by Manhattan Bridge Capital, Inc. on June 18, 2025. The company is incorporated in New York and its common stock trades on the Nasdaq Capital Market under the symbol LOAN.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
The following proposals were submitted to a vote of security holders:
- Proposal 1 (Election of Directors): All six nominees were elected. Significant broker non-votes (3,377,777) were recorded for each director, while "For" votes ranged from approximately 4.85 million to 4.98 million.
- Proposal 2 (Auditor Approval): Shareholders approved the appointment of Hoberman & Lesser, LLP as independent auditors for the fiscal year ending December 31, 2025, with 8,319,210 votes "For" versus 73,203 "Against".
- Proposal 3 (Say-on-Pay): The advisory vote on executive compensation received 4,748,053 "For" votes and 317,591 "Against" votes.
- Proposal 4 (Frequency of Say-on-Pay): Shareholders voted to hold future advisory votes on executive compensation every three years. This option received 3,444,382 votes, significantly more than the one-year (1,500,890) or two-year (97,711) options.
Guidance, Outlook, and Management Commentary
Based on the voting results for Proposal 4, the Board of Directors determined that the next stockholder advisory vote on executive compensation will occur at the 2028 annual meeting. The filing contains no financial guidance, risk factors, or management commentary regarding business operations or market conditions.
Key Facts for Investor Verification
- Verify the final composition of the Board of Directors following the election of Assaf Ran, Lyron Bentovim, Eran Goldshmit, Michael Jackson, Vanessa Kao, and Phillip Michals.
- Confirm the appointment of Hoberman & Lesser, LLP as the independent auditor for the 2025 fiscal year.
- Note the shift in executive compensation voting frequency to a three-year cycle, delaying the next vote until 2028.
- Review the high volume of broker non-votes (3,377,777) on director elections and the say-on-pay frequency proposal, which may indicate significant institutional holdings with limited voting discretion on these specific items.