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 30, 2019
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)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $.01 par value | MRLN | The NASDAQ Stock Market LLC |
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2019, at the annual meeting of the shareholders (the “2019 Annual Meeting”) of Marlin Business Services Corp. (the “Company”), shareholders approved the Company’s 2019 Equity Compensation Plan (the “Plan”). The Plan had been approved by the Company’s Board of Directors on April 24, 2019, subject to shareholder approval. A summary of the material terms of the Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2019, which summary is incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting, the shareholders elected seven Directors to serve until the 2020 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 | 10,208,895 shares | 338,403 shares | ||
Lawrence J. DeAngelo | 9,118,688 shares | 1,428,610 shares | ||
Scott A. Heimes | 10,346,740 shares | 200,558 shares | ||
Jeffrey A. Hilzinger | 10,336,417 shares | 210,881 shares | ||
Matthew J. Sullivan | 10,217,965 shares | 329,333 shares | ||
J. Christopher Teets | 10,087,674 shares | 459,624 shares | ||
James W. Wert | 10,245,527 shares | 301,771 shares |
There were no 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 2019 Annual Meeting.
Such proposal was approved by a vote of 10,376,719 for, 98,167 against and 6,045 abstained. There were 1,065,973 brokernon-votes.
The shareholders also approved the Registrant’s 2019 Equity Compensation Plan as described in the Registrant’s Proxy Statement for the 2019 Annual Meeting.
Such proposal was approved by a vote of 10,158,955 for, 316,907 against and 5,069 abstained. There were 1,065,973 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 11,517,781 for, 25,323 against and 3,800 abstained. There were no brokernon-votes.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
10.1 | 2019 Equity Compensation Plan |
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, 2019 | /s/ Edward R. Dietz | |||||
Edward R. Dietz | ||||||
Senior Vice President, General Counsel and | ||||||
Secretary |