Business Context and Reporting Period
This Form 8-K filing by Metropolitan Bank Holding Corp. (the "Company") covers events occurring on May 29, 2018, and June 4, 2018. The Company is the holding company for Metropolitan Commercial Bank. The report details the results of the Annual Meeting of Stockholders held on May 29, 2018, an amendment to the Code of Ethics, and the appointment of a new Chief Financial Officer.
Key Financial Metrics
This filing is a current report regarding corporate governance and personnel changes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes
- Executive Appointment: On June 4, 2018, the Company appointed Anthony J. Fabiano as Chief Financial Officer. Mr. Fabiano brings over 35 years of experience, most recently serving as President and COO at Hudson City Bancorp.
- Code of Ethics: On May 29, 2018, the Board amended the Company's Code of Ethics to address best practices for directors, officers, and employees. No waivers were granted.
- Capital Structure: Stockholders approved an amendment to the Certificate of Incorporation to increase authorized Common Stock from 10 million to 25 million shares.
Outlook, Risks, and Management Commentary
The filing includes no forward-looking guidance, risk factors, or management commentary regarding future financial performance. The primary focus is on the successful ratification of the independent auditor (Crowe Horwath LLP) and the election of directors.
Key Facts for Investor Verification
- Stockholder Participation: Of 8,194,925 shares outstanding, 7,017,952 shares were present at the Annual Meeting.
- Director Election Results: Four directors (Mark R. DeFazio, Harvey M. Gutman, George J. Wolf, Jr., Robert Usdan) were elected to three-year terms, and Terence J. Mitchell was elected to a one-year term. All received significant "For" votes exceeding 5.9 million shares each.
- Auditor Ratification: Crowe Horwath LLP was ratified as the independent auditor with 7,012,669 votes "For" and only 621 votes "Against."
- Authorized Shares Increase: The increase in authorized shares to 25 million was approved with 6,448,446 votes "For" versus 355,913 "Against."