Medallion Financial Corp 8-K, filed Jul 29, 2021
Medallion Financial Corp (MFIN)
About this 8-K
Medallion Financial Corp filed this 8-K on July 29, 2021, reporting on events of July 26, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 26, 2021, the Board of Directors (the “Board”) of Medallion Financial Corp. (the “Company”), upon the recommendation of the Board’s Nominating and Governance Committee, increased the size of the Board from seven to eight members and appointed Robert M. Meyer to serve as a member of the Board, effective immediately. Mr. Meyer was also appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board, effective immediately. The Board determined that Mr. Meyer is an independent director within the meaning of the NASDAQ Stock Market listing standards.
Mr. Meyer is currently a member of the Board of Directors and the Audit Committee of Medallion Bank, a subsidiary of the Company, and has served in such roles since 2016 and 2019 respectively. He served as Executive Vice President and Chief Commercial Lending Officer at Valley National Bancorp from 1997 until his retirement in 2016, and, following his retirement, Mr. Meyer provided consulting services to Valley National Bank, the principal subsidiary of Valley National Bancorp, until August 2018. During his 47-year career in banking, Mr. Meyer had previously served as President and Chief Executive Officer of Midland Bancorp/Midland Bank and Trust Company from 1991 to 1997 and President and Chief Executive Officer of Broad Street National Bank and First Jersey National Bank/Central from 1985 to 1988. Mr. Meyer holds a bachelor’s degree and a master’s degree from Montclair State College and an M.B.A. from the University of Miami.
There are no arrangements or understandings between Mr. Meyer and any other persons pursuant to which Mr. Meyer was selected as a director of the Company. There are no transactions between Mr. Meyer and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Meyer will receive compensation for his service as a non-employee director of the Company’s Board in accordance with the terms of the Company’s director compensation program. Mr. Meyer will receive for 2021 a pro-rata amount (based on his service commencing July 26, 2021) of the $100,000 annual director base cash compensation, as well as a pro-rata amount of the cash fees payable to him as Chairman of the Audit Committee and as a member of the Compensation Committee and the Nominating and Governance Committee, and will receive an annual equity grant of $50,000 worth of restricted stock units at the next annual grant date. Mr. Meyer’s compensation as a non-employee director is as otherwise described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021.
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Item 7.01 Regulation FD Disclosure.
On July 29, 2021, the Company issued a press release announcing the appointment of Mr. Meyer to the Board.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
| 99.1 | Press release, dated July 29, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: July 29, 2021
| MEDALLION FINANCIAL CORP. | ||
| By: | /s/ Larry D. Hall | |
| Name: Larry D. Hall | ||
| Title: Chief Financial Officer | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE:
MEDALLION FINANCIAL CORP. ANNOUNCES THE
APPOINTMENT OF LONG-TIME BANKING VET ROBERT M. MEYER TO ITS BOARD OF DIRECTORS
NEW YORK, NY – July 29, 2021 – Medallion Financial Corp. (NASDAQ: MFIN, “Medallion Financial” or the “Company”), announced today that its Board of Directors has appointed Robert (Bob) M. Meyer as an independent director, effective immediately. Mr. Meyer’s appointment expands the Board to eight members, five of which are independent directors. Mr. Meyer will be a member of the Company’s Audit Committee, Compensation Committee, and Nominating and Governance Committee.
Mr. Meyer has had a 47-year career in banking. Most recently, he served as Executive Vice President and Chief Commercial Lending Officer at Valley National Bancorp from 1997 until his retirement in 2016. Valley National Bancorp, based in Wayne, NJ, had approximately $20 billion of assets at the time of his retirement. Prior to that Mr. Meyer served as President and Chief Executive Officer of Midland Bancorp/Midland Bank and Trust Company from 1991 to 1997 and President and Chief Executive Officer of Broad Street National Bank and First Jersey National Bank/Central from 1985 to 1988. Mr. Meyer has served as an independent member of the Medallion Bank Board of Directors since 2016, including as a member of the Audit Committee since 2019. Medallion Bank is a wholly-owned subsidiary of Medallion Financial. Mr. Meyer holds a bachelor’s degree and a master’s degree from Montclair State College and an M.B.A. from the University of Miami.
“We are pleased to have Bob join the Medallion Financial board. His pedigree is impressive and his experience has been extremely helpful in driving the oversight, growth, and success of our consumer business with Medallion Bank over the past five years. We look forward to Bob helping us drive strategy, performance and shareholder value,” stated Alvin Murstein, Chairman and CEO of Medallion Financial.
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About Medallion Financial Corp.
Medallion Financial Corp. is a finance company that originates and services loans in various industries, and its wholly-owned subsidiary, Medallion Bank, also originates and services consumer loans. Medallion Financial Corp. has lent more than $9 billion since its initial public offering in 1996.
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, and growth. These statements are often, but not always, made through the use of 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, expectations regarding medallion loan portfolio, 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 COVID-19 pandemic on Medallion’s business, 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, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on Medallion, its customers and third parties. In addition to risks related to the ongoing COVID-19 pandemic, for a description of certain risks to which Medallion is or may be subject, please refer to the factors discussed under the heading “Risk Factors” in Medallion’s 2020 Annual Report on Form 10-K.
Company Contact:
Investor Relations
212-328-2176
InvestorRelations@medallion.com
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