DEFA14A: Medallion Financial Receives Backing from Proxy Advisors for Board Nominees and Executive Pay

Medallion Financial Corp. announces that proxy advisory firms Glass Lewis and ISS recommend shareholders vote for the company's board nominees and executive compensation at the upcoming annual meeting.

Summary

• Medallion Financial Corp. announced that Glass Lewis and ISS recommend shareholders vote for the company's board nominees, Robert M. Meyer and David L. Rudnick, on the BLUE proxy card.
• The recommendations also support the advisory vote on the compensation of the company's named executive officers at the 2024 Annual Meeting of Shareholders, scheduled for June 11, 2024.
• Glass Lewis noted that Medallion's overall performance, measured by TSR and other metrics, has been in line with or better than its peers.
• They also believe the board should have the flexibility to execute its current strategy and raised concerns about the independence of the dissident nominees.
• ISS made its recommendation FOR the company's nominees and approach to executive compensation on May 24, 2024.
• Medallion encourages shareholders to vote TODAY on the BLUE proxy card FOR ONLY the Boards nominees, Mr. Meyer and Mr. Rudnick, FOR the approval of the 2023 compensation paid to our named executive officers and FOR one year on the say-on-frequency vote.
• The Board urges Medallion stockholders to DISCARD all white proxy cards and materials sent by Mr. Stephen Hodges.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment due to the endorsements from proxy advisory firms. However, the inclusion of forward-looking statements and risk factors tempers the overall optimism.

Positives

• Independent proxy advisors Glass Lewis and ISS support Medallion's board nominees and executive compensation.
• Glass Lewis views Medallion's financial performance as being in line with or better than its peers.
• The company's long-term incentive program has been enhanced with performance-based stock units.

Risks

• The press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, net interest income and expenses, other expenses, earnings, growth, and our growth strategy.
• Medallion's actual results may differ significantly from the results discussed in such forward-looking statements.
• Risks related to the current economy, including inflation or the risk of recession, could impact operations, financial performance and prospects.
• The company is subject to risks related to the pending SEC litigation.

Future Outlook

The company's future outlook is subject to risks and uncertainties, including economic conditions and the pending SEC litigation. Medallion's actual results may differ significantly from forward-looking statements.

Management Comments

• Alvin Murstein, Chairman & CEO of Medallion, stated that they are pleased that Glass Lewis has joined ISS in recommending shareholders vote in favor of Medallion's nominees and executive compensation programs.
• Brent O. Hatch, Lead Independent Director of the Medallion Board, added that the Board is focused on creating value for all Medallion shareholders and appreciates the thoughtful recommendations put forward by both Glass Lewis and ISS.

Industry Context

The recommendations from Glass Lewis and ISS are important endorsements for Medallion Financial, as they influence how institutional investors vote on key corporate governance matters. These recommendations can impact the outcome of the shareholder vote at the annual meeting.

Comparison to Industry Standards

• Glass Lewis compared Medallion's performance to its peers, finding it to be in line with or better than them.
• The specific peers used for comparison are not named in the document.
• The document does not provide specific details on the methodology used by Glass Lewis and ISS to assess Medallion's performance and compensation practices relative to industry standards.

Legal Proceedings

• The company is subject to pending SEC litigation, which is mentioned as a risk factor.

Stakeholder Impact

• Shareholders are encouraged to vote in favor of the board's recommendations.
• The company's performance and strategy impact shareholders, employees, and other stakeholders.

Next Steps

• Shareholders are encouraged to vote on the BLUE proxy card before the Annual Meeting on June 11, 2024.
• Medallion will continue to execute its strategy and focus on creating value for shareholders.

Key Dates

Keywords

Medallion Financial, proxy advisors, Glass Lewis, ISS, board nominees, executive compensation, annual meeting, shareholders, voting, consumer loans, mezzanine loans