Medallion Financial (MFIN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, will be held virtually; shareholders must register in advance to attend and vote electronically.

• Key voting items include election of three directors, ratification of the independent auditor, a say-on-pay vote, and an amendment to the equity incentive plan.

• A proxy contest is ongoing, with BIMIZCI Fund LLC nominating three dissident candidates in opposition to the Board’s slate.

• The Board unanimously recommends voting for its nominees and against the dissident slate, citing conflicts of interest and minimal share ownership by BIMIZCI.

Voting matters and shareholder proposals

• Four proposals: elect three directors, ratify Plante & Moran as auditor, approve 2024 executive compensation (advisory), and amend the 2018 Equity Incentive Plan to add 2,000,000 shares.

• Board recommends voting for its nominees (Hatch, Murstein, Tanenbaum) and for all other proposals.

• BIMIZCI’s nominees are included on the universal proxy card due to SEC rules, but the Board urges shareholders to withhold votes for them.

• Shareholders can vote online, by phone, or by mail; votes can be changed up to and during the meeting.

Board of directors and corporate governance

• Board consists of eight members, five of whom are independent; Lead Independent Director role established in 2022.

• Board committees: Audit, Compensation, Nominating and Governance, and Investment Oversight, all with independent members.

• Directors are encouraged to attend meetings; all attended the last annual meeting.

• Code of Ethics and Insider Trading Policy in place; whistleblower hotline available.