Metropolitan Bank Holding Corp. 8-K

What Happened
Metropolitan Bank Holding Corp. (MCB) filed an 8-K reporting the results of its Annual Meeting of Stockholders held on April 29, 2026. As of the record date there were 12,293,174 shares outstanding; 10,453,916 shares (≈85.04%) were represented in person or by proxy. All four director nominees were elected to serve until the 2029 annual meeting. Stockholders also approved, on a non-binding advisory basis, the 2025 named executive officer compensation, ratified Crowe LLP as the independent auditor for 2026, and approved the Metropolitan Bank Holding Corp. 2026 Employee Stock Purchase Plan (ESPP).

Key Details

• Shares outstanding (record date): 12,293,174; shares represented at meeting: 10,453,916 (≈85.04%).
• Director election results (elected to serve until 2029):
  • Anthony J. Fabiano: 8,189,478 For; 665,105 Withheld; 1,599,333 Broker Non-Votes
  • Robert C. Patent: 8,109,524 For; 745,059 Withheld; 1,599,333 Broker Non-Votes
  • Maria Fiorini Ramirez: 6,414,146 For; 2,440,437 Withheld; 1,599,333 Broker Non-Votes
  • William Reinhardt: 8,212,012 For; 642,571 Withheld; 1,599,333 Broker Non-Votes
• Say-on-pay (advisory vote on 2025 NEO compensation): 8,372,960 For; 378,176 Against; 103,447 Abstentions; 1,599,333 Broker Non-Votes.
• Auditor ratification: Crowe LLP ratified as independent registered public accounting firm — 10,437,951 For; 15,442 Against; 523 Abstentions.
• ESPP approval: 8,731,052 For; 118,895 Against; 4,636 Abstentions; 1,599,333 Broker Non-Votes.

Why It Matters
These outcomes confirm board continuity through 2029 and signal shareholder approval of the company’s executive pay approach (non-binding). Ratifying Crowe LLP ensures continuity of the external audit for 2026. Approval of the 2026 ESPP authorizes a new employee stock purchase program, which can affect employee incentives and potential share dilution — important considerations for investors tracking governance, compensation alignment, and capital structure.