Metropolitan Bank Holding Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 29, 2024, Metropolitan Bank Holding Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders elected all four of the Board of Director nominees to serve as directors until the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, and ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2024. The Company’s stockholders also approved the Metropolitan Bank Holding Corp. Amended and Restated 2022 Equity Incentive Plan (the “Plan”) and, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2023. Each proposal is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 22, 2024.
As of the record date, there were 11,191,958 shares of the Company’s common stock, par value $0.01 per share (“Shares”), outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 9,844,274 Shares, or approximately 87.96% of the outstanding Shares entitled to vote, were represented in person or by proxy. Those Shares were voted as follows:
| 1. | The following individuals were nominated to serve as directors until the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. All nominees were elected. The results of the vote were as follows: |
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Mark R. DeFazio | 8,058,824 | 391,757 | 1,393,693 | |||
| Harvey M. Gutman | 5,988,420 | 2,462,161 | 1,393,693 | |||
| Katrina Robinson | 6,085,002 | 2,365,579 | 1,393,693 | |||
| George J. Wolf, Jr. | 7,941,931 | 508,650 | 1,393,693 |
| 2. | The appointment of Crowe LLP as independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2024, was ratified. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 9,790,240 | 51,480 | 2,554 |
| 3. | The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2023. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,723,828 | 536,721 | 190,032 | 1,393,693 |
| 4. | The Company’s stockholders approved the Plan. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,123,658 | 318,530 | 8,393 | 1,393,693 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| METROPOLITAN BANK HOLDING CORP. | ||
| Dated: May 29, 2024 | By: | /s/ Frederik F. Erikson |
| Frederik F. Erikson | ||
| Executive Vice President and General Counsel | ||