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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant under §240.14a-12
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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“The company's TSR has outperformed its peers and the broader market over the one-, three-, and five-year periods ending on the unaffected date.”
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“In light of the company's TSR and operational performance, and the board's willingness to engage with its shareholders, as evidenced by a recent settlement, incremental changes at the board level do not
appear necessary at this time.”
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“The company has posted continued growth over the last five years coming out of the taxi medallion crisis and write-off of the associated medallion loan portfolio. The consumer recreation and home improvement portfolios have shown
continued growth, and the company's profitability metrics have recovered, allowing the company to resume returning capital to shareholders via a reinstated dividend and stock repurchases.”
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“As there is no case for incremental change at this time, shareholders are recommended to vote FOR all management nominees.”
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Mr. Hodges’ Myths
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Reality
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“With the Taxi Medallion implosion, the Board failed to recognize the early risks/warnings and take deliberate action”
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• The Board and management have successfully transformed the Company from a taxi medallion lender into a growing consumer lender
• Under the Board’s leadership, Medallion began diversifying away from taxi medallion lending in 1998, began recreation lending in 2004, and
began home improvement lending in 2012
• In the past three years, the company has generated over $153 million of earnings and returned over $36
million to shareholders in the form of dividends and stock repurchases
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“Rapid Deterioration in Key Operating Metrics Poses Significant Risk to Shareholders”
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• Despite his fearmongering, Mr. Hodges’ own data show only minor fluctuations over time; for instance, he presents a 10 basis points increase
in net interest margin between 2019 and 2023 (from 8.6% to 8.7%) as “Contracting Net Interest Margins”
• During 2021 through 2023, the Company collectively increased total loans by 80%
• The Company’s transformation has delivered strong cumulative TSR over the past 1, 3, and 5 years, including 44% over the last year, more than
118% over the last three years and more than
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Mr. Hodges’ Myths
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Reality
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128% over the last five years, significantly above the median of our peers
• In 2023, Medallion had the highest total net income and highest annual earnings per share since our initial public offering in 1996
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“MFIN appears to be focused on achieving growth for the sake of growth without much consideration for core (mostly consumer) credit quality”
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• Medallion maintains a conservative approach on credit and growth so that the Company is positioned for success even in the event of
macro-economic headwinds
• Medallion has a significant focus on increasing the weighted average FICO scores4 of its recreation portfolio and maintaining high weighted average FICO scores on its home improvement portfolio. Between 2018 and 2023:
o Recreation segment weighted average FICO score increased from 642 (non-prime) to 683 (prime)
o Home improvement segment weighted average FICO score increased from already high 759 (super-prime) to 764 (super-prime)
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Mr. Hodges’ Myths
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Reality
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“The incumbent slate will not deliver the necessary change for Medallion stockholders”
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• The Board’s nominees have delivered necessary change through the successful
transformation of Medallion into a growing consumer lender
• The Board’s nominees bring relevant skills and proven leadership:
o Mr. Meyer brings extensive banking experience, including 20 years as Chief Commercial Lending Officer of
Valley National Bancorp and over 10 years as President and CEO of various other banks
o Mr. Rudnick brings differentiated perspectives built from many years as an experienced commercial operator
and real estate investor and manager, diversifying our Board’s largely financial services experience
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“Mr. Hodges has over 19 years of experience as both a lender and debt investor”
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• Mr. Hodges has experience in making illiquid debt investments in banks and other credit investments, which is not relevant
to the Company’s consumer and commercial loan portfolio
• While Mr. Hodges now claims to have previously worked for commercial banks, this experience is omitted from his official biography filed with the SEC
and from his experience on LinkedIn
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“ZimCal has informed MFIN, and provided evidence, that Mr. Deppisch does not meet the criteria as defined in 12 CFR 348.2(k) of Nelnet Bank”
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• Despite Mr. Hodges’ protestations, Nelnet Bank makes home improvement loans, which is competitive with the Company’s home improvement segment
• Moreover, Mr. Hodges refused to provide information that would help the Company confirm that the election of Mr. Deppisch would not violate
antitrust and banking laws
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“Mr. Hodges did not insist on anything except for a better run company”
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• In a February 12, 2024, letter to the Company, Mr. Hodges presented the Company with four “outcomes”:
o Two variations on a buyout of his trust preferred securities (either $12M in cash or $13M in cash-and- equity), each equating to nearly 100% return on his estimated purchase price.
o Give two Board seats to a debtholder (immediately appoint Messrs. Hodges and Deppisch)
o Proxy fight in 2024 and “every year thereafter if unsuccessful”
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Medallion’s governance and Board are fit for building on the Company’s successful business transformation. The Board has the right mix of
skills, experience, and perspectives, and has been assembled through thoughtful and regular refreshment. All independent directors have joined since 2017, including three within the last four years.
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The Board and management team are deeply aligned with shareholders, collectively holding 24% of the Company’s outstanding shares.5 On the
contrary, Mr. Hodges only holds 0.4% – all of which has been acquired since December 2023 in connection with this proxy contest.
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Medallion’s management team is highly experienced and has proactively led the Company to become a growing consumer lending business. The
Company is continuing to grow its high return, scalable, and strong cash-generating model, and is driving even greater profitability from enhanced operational efficiency and investments in technology.
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Please vote now using one of the following methods:
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Vote by Internet
Go to the website identified on the enclosed BLUE proxy card or voting instruction card
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Vote by Phone
Call the number on the enclosed BLUE proxy card or voting instruction card
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Vote by Mail
Mark, sign, date and return the enclosed BLUE proxy card or voting instruction card in the accompanying postage-paid pre-
addressed envelope
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Alvin Murstein
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Brent O. Hatch
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Chairman and Chief Executive Officer
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Lead Independent Director
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