MEDALLION FINANCIAL CORP 8-K

What Happened
Medallion Financial Corp held its 2026 annual meeting of shareholders on June 9, 2026 (record date April 13, 2026). Of 23,864,438 shares outstanding, 17,419,949 shares (73.0%) were present or represented by proxy, constituting a quorum. Company nominees John Everets, Cynthia A. Hallenbeck and Alvin Murstein were elected as Class III directors for terms expiring in 2029; nominees put forward by BIMIZCI Fund LLC (the “Dissident”) were not elected. Shareholders also ratified Plante & Moran, PLLC as the company’s independent registered public accounting firm for 2026 and approved, on a non-binding advisory basis, the 2025 compensation of the named executive officers.

Key Details

• Record date and quorum: 23,864,438 shares outstanding (April 13, 2026); 17,419,949 shares present/represented (73.0%).
• Director election votes (for / withheld): John Everets 14,905,644 / 2,476,122; Cynthia A. Hallenbeck 13,199,033 / 4,182,873; Alvin Murstein 12,785,454 / 4,596,312. Dissident nominees received fewer votes and were not elected (e.g., Eric Kelly 3,384,358 for / 13,997,407 withheld).
• Auditor ratification: Plante & Moran, PLLC ratified by 16,425,384 for, 742,483 against, 252,082 abstained.
• Say-on-pay (non-binding): 14,202,106 for, 2,854,013 against, 363,830 abstained.

Why It Matters
These results keep the current board and governance direction in place (Class III directors re-elected) and show that a dissident shareholder campaign did not win board seats. Ratification of the independent auditor ensures continuity of the company’s external audit for 2026. The non-binding approval of executive pay indicates majority shareholder support for the company’s 2025 executive compensation disclosures. All items were reported in the company’s Form 8-K filed June 12, 2026.