UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 8, 2024, the Board of Directors (the “Board”) of Medallion Financial Corp. (the “Company”) adopted the Third Amended and Restated By-Laws (the “Amended and Restated By-Laws”), which became effective upon adoption. Among other things, the amendments effected by the Amended and Restated By-Laws:
| • | update the notice period for stockholders to bring matters before a meeting of stockholders to be, in the case of an annual meeting of stockholders, not earlier than 150 days nor later than 120 days prior to the one-year anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting and, in the case of a special meeting of stockholders, not earlier than 120 days prior to such special meeting nor later than the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the day on which public announcement is first made of the date of the special meeting; |
| • | enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including by requiring additional background information and disclosures regarding proposing stockholders, proposed director nominees and business, and other persons related to the stockholder’s solicitation of proxies; and |
| • | require any stockholder nominees to provide certain background information regarding any voting or compensation arrangements, securities ownership, and potential conflicts of interest, and representations regarding compliance with the Company’s policies and guidelines and, if elected, such nominee’s intent to serve the entire term, as well as ensuring that inclusion of any proposed nominee on the Board must not violate, or cause the Company or any of its subsidiaries to violate, any law or regulation (whether antitrust, banking or otherwise). |
The Amended and Restated Bylaws also include certain technical, conforming, modernizing and clarifying changes, including with respect to conduct at, and the organization of, meetings of stockholders.
The foregoing summary of the Amended and Restated By-Laws does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and incorporated herein 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:
| 3.1 | Third Amended and Restated By-Laws of Medallion Financial Corp., as amended and restated as of August 8, 2024. | |
| 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: August 12, 2024
| MEDALLION FINANCIAL CORP. | ||
| By: | /s/ Anthony N. Cutrone | |
| Name: | Anthony N. Cutrone | |
| Title: | Chief Financial Officer | |
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