UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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