UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 31, 2018
MARLIN BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
| | | | |
| Pennsylvania | | 000-50448 | | 38-3686388 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 300 Fellowship Road, Mount Laurel, NJ | | 08054 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (888)479-9111
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2). 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 5.07.Submission of Matters to a Vote of Security Holders
On May 31, 2018, the Registrant held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the shareholders elected six Directors to serve until the 2019 Annual Meeting of Shareholders and until their successors are elected and qualified. The vote on each Director is set forth below:
| | | | | | | | |
Name | | For | | | Withheld | |
John J. Calamari | | | 10,119,723 shares | | | | 260,651 shares | |
Lawrence J. DeAngelo | | | 9,848,632 shares | | | | 531,742 shares | |
Scott Heimes | | | 10,138,812 shares | | | | 241,562 shares | |
Jeffrey A. Hilzinger | | | 10,131,606 shares | | | | 248,763 shares | |
Matthew J. Sullivan | | | 10,129,157 shares | | | | 251,217 shares | |
J. Christopher Teets | | | 9,784,788 shares | | | | 595,586 shares | |
James W. Wert | | | 10,116,723 shares | | | | 263,651 shares | |
There were 1,079,804 brokernon-votes.
The shareholders also approved, on an advisory basis, the compensation paid to the Registrant’s named executives as described in the Registrant’s Proxy Statement for the 2018 Annual Meeting of Shareholders.
Such proposal was approved by a vote of 10,257,673 for, 121,393 against and 1,308 abstained. There were 1,079,804 brokernon-votes.
The shareholders also ratified the appointment and retention of Deloitte & Touche LLP as the Registrant’s independent auditor.
Such ratification was approved by a vote of 11,423,068 for, 29,218 against and 5,892 abstained. There were no brokernon-votes.
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.
| | | | | | |
| | | | MARLIN BUSINESS SERVICES CORP. |
| | | | (Registrant) |
| | |
| Date: June 4, 2018 | | | | /s/ Edward R. Dietz |
| | | | Edward R. Dietz |
| | | | Senior Vice President, General Counsel and Secretary |
