DEF 14A: Manhattan Bridge Capital Sets Date for 2024 Annual Shareholder Meeting
Proxy Statement
Manhattan Bridge Capital, Inc. announces its 2024 Annual Meeting of Shareholders to be held on June 20, 2024, to elect directors and approve the appointment of independent auditors.
Summary
- Manhattan Bridge Capital, Inc. will hold its Annual Meeting of Shareholders on June 20, 2024.
- Shareholders will vote on the election of six directors and the advisory approval of Hoberman & Lesser CPAs, LLP as the company's independent auditors for the fiscal year ending December 31, 2024.
- The record date for determining shareholders eligible to vote is April 26, 2024.
- As of the record date, there were 11,438,651 outstanding shares of common stock, each entitled to one vote.
- The Board of Directors recommends voting for the election of all director nominees and for the approval of the independent auditors.
- The company's principal executive offices are located at 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021.
- The proxy materials, including the Annual Report and Proxy Statement, are available at www.proxyvote.com.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, presenting factual information about the upcoming annual meeting and corporate governance matters. The tone is neutral and professional, with a slight positive leaning due to the expression of gratitude to shareholders.
Positives
- The Board is actively engaged in risk management and has established a process for shareholder communications.
- The company has a Code of Ethics in place that applies to its principal executive officer, principal financial officer, and other persons performing similar functions.
- The Audit Committee is comprised of independent directors meeting Nasdaq and SEC requirements.
- The Board has determined that Messrs. Jackson, Goldshmit, Bentovim and Michals are independent and represent a majority of its members.
Risks
- The document mentions credit risk, liquidity risk, strategic risk, and operational risk as potential risks the company faces.
- The insider trading policy requires pre-clearance for certain transactions, which could be seen as restrictive.
Future Outlook
The document outlines the matters to be addressed at the upcoming Annual Meeting, including the election of directors and the approval of independent auditors, suggesting a focus on maintaining corporate governance and financial oversight.
Management Comments
- Assaf Ran, President and Chief Executive Officer, thanks shareholders for their continued support.
- The Board believes that having Mr. Ran serve as both the Chairman and Chief Executive Officer is in the best interest of our shareholders.
Industry Context
As a capital company, Manhattan Bridge Capital's annual meeting and proxy statement are standard practices for publicly traded companies, ensuring shareholder participation in key decisions like director elections and auditor appointments. The focus on corporate governance and risk management aligns with industry best practices.
Comparison to Industry Standards
- The director independence standards applied by the Board align with Nasdaq Stock Market Rules, which is a common practice among Nasdaq-listed companies.
- The compensation structure for independent directors, consisting of an annual fee plus meeting attendance fees, is a typical model observed in similar-sized public companies.
- The process for shareholder communications and proposal submissions is consistent with SEC regulations and standard corporate governance practices.
Related Party Transactions
- In February 2023, we sold a mortgage note from our loan portfolio to a third-party investor at its face value of $485,000. Mr. Assaf Ran participated in such acquisition in the amount of $152,000.
Stakeholder Impact
- Shareholders have the opportunity to vote on key decisions, influencing the direction of the company.
- The election of directors and approval of auditors impacts the company's governance and financial oversight.
- Executive compensation decisions affect the alignment of management interests with shareholder value.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Shareholders on June 20, 2024.
- The Board will consider shareholder feedback on the appointment of independent auditors.
Key Dates
| Date | Description |
|---|---|
| March 1999 | Eran Goldshmit has been a member of the Board since March 1999. |
| July 2000 | Michael J. Jackson has been a member of the Board since July 2000. |
| December 2008 | Lyron Bentovim has been a member of the Board since December 2008. |
| September 9, 2011 | We granted 1,000,000 restricted common shares to Mr. Ran, our Chief Executive Officer. |
| June 2019 | Phillip Michals has been a member of the Board since rejoining our Board in June 2019. |
| June 30th of each year | Mr. Rans employment term renews automatically on June 30th of each year for successive one-year periods unless either party gives to the other written notice at least 180 days prior to June 30th of its intention to terminate the agreement |
| November 2023 | Ms. Kao joined our Board in November 2023. |
| April 26, 2024 | Record date for determining shareholders entitled to notice of and to vote at the Annual Meeting. |
| May 9, 2024 | Approximate date on which the Proxy Statement, the accompanying Proxy and Annual Report for the year ended December 31, 2023 will be mailed to shareholders. |
| June 20, 2024 | Date of the Annual Meeting of Shareholders. |
| January 9, 2025 | Deadline for shareholders to submit proposals for inclusion in the proxy statement for the 2025 Annual Meeting. |
| March 31, 2025 | Deadline for shareholders to advise the Secretary of proposals to be presented at the next annual meeting without inclusion in the proxy materials. |
Keywords
Annual Meeting, Shareholders, Directors, Auditors, Proxy Statement, Corporate Governance, Executive Compensation, Manhattan Bridge Capital
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