UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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 26, 2021
METROPOLITAN BANK HOLDING CORP.
(Exact name of the registrant as specified in its charter)
New York
| 001-38282
| 13-4042724
|
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
99 Park Avenue
| | |
| New York, New York | | 10016
|
| (Address of principal executive offices) | | (Zip Code) |
(212) 659-0600
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities 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, par value $0.01 per share
| | MCB
| | New York Stock Exchange
|
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 Rule 12b-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 Securities Holders
The Annual Meeting of Stockholders of the Company was held on May 26, 2021. The matters listed below were submitted to a vote of the stockholders. Of the 8,345,032 shares outstanding and entitled to vote, 7,140,614 shares were present at the meeting in person or by proxy. The final results of the stockholder vote are as follows:
| 1. | The election of four directors of the Company, to serve for the terms indicated below and until their successors are elected and qualified. |
| Two-Year Term | | For | | Withhold | | Broker Non-Votes |
| Anthony J. Fabiano | | 5,775,305 | | 241,203 | | 1,124,106 |
| Three-Year Term | | For | | Withhold | | Broker Non-Votes |
| Mark R. DeFazio | | 5,735,636 | | 280,872 | | 1,124,106 |
| Harvey M. Gutman | | 4,642,341 | | 1,374,167 | | 1,124,106 |
| George J. Wolf, Jr. | | 5,709,270 | | 307,238 | | 1,124,106 |
| 2. | The ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021. |
| Shares Voted For | | Shares Voted Against | | Abstentions |
| 7,126,168 | | 5,031 | | 9,415 |
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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.
| | | METROPOLITAN BANK HOLDING CORP. |
| | | |
| | | |
| | | |
| Dated: May 26, 2021 | By:
| /s/ Mark R. DeFazio
|
| | | Mark R. DeFazio |
| | | President and Chief Executive Officer |
