Metropolitan Bank (NYSE: MCB) shareholders approve directors and 2026 meeting proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Metropolitan Bank Holding Corp. reported the results of its Annual Meeting of Stockholders held on April 29, 2026. Stockholders representing 10,453,916 shares, about 85.04% of the 12,293,174 shares outstanding as of the record date, were present in person or by proxy.

All four director nominees—Anthony J. Fabiano, Robert C. Patent, Maria Fiorini Ramirez, and William Reinhardt—were elected, each receiving more votes "for" than "withheld." Stockholders also approved the remaining proposals presented at the meeting, with each proposal receiving substantially more votes in favor than against based on the reported tallies.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 12,293,174 shares Shares represented at meeting: 10,453,916 shares Participation rate: 85.04% +4 more

7 metrics

Shares outstanding entitled to vote 12,293,174 shares Common stock outstanding as of the record date

Shares represented at meeting 10,453,916 shares Shares present in person or by proxy at annual meeting

Participation rate 85.04% Percentage of outstanding shares represented at the meeting

Votes for Fabiano 8,189,478 votes Votes for director nominee Anthony J. Fabiano

Votes for Patent 8,109,524 votes Votes for director nominee Robert C. Patent

Proposal vote example 10,437,951 for / 15,442 against One reported proposal’s "for" and "against" vote totals

Broker non-votes on proposals 1,599,333 shares Broker non-votes reported on several proposals

Key Terms

Annual Meeting of Stockholders, definitive proxy statement, Broker Non-Votes, emerging growth company

4 terms

Annual Meeting of Stockholders financial

"On April 29, 2026, Metropolitan Bank Holding Corp. held its Annual Meeting of Stockholders"

definitive proxy statement financial

"Each proposal presented at the Annual Meeting is described in the Company’s definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company On April 29, 2026, Metropolitan Bank Holding Corp."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/29/2026 - 04:22 PM

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): April 29, 2026

METROPOLITAN BANK HOLDING CORP.

(Exact name of 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 Number)

99 Park Avenue, New York, New York		10016
(Address of principal executive offices)		(Zip Code)

(212) 659-0600

(Registrant’s telephone number, including area code)

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:

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 April 29, 2026, Metropolitan Bank Holding Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Each proposal presented at the Annual Meeting is described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 20, 2026.

As of the record date, there were 12,293,174 shares of the Company’s common stock, par value $0.01 per share (“Shares”), outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 10,453,916 Shares, or approximately 85.04% of the outstanding Shares entitled to vote, were represented in person or by proxy. Those Shares were voted as follows:

The following individuals were nominated to serve as directors until the 2029 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. All nominees were elected. The results of the vote were as follows:

Name	Votes For	Votes Withheld	Broker Non-Votes
Anthony J. Fabiano	8,189,478	665,105	1,599,333
Robert C. Patent	8,109,524	745,059	1,599,333
Maria Fiorini Ramirez	6,414,146	2,440,437	1,599,333
William Reinhardt	8,212,012	642,571	1,599,333

The proposal regarding the approval on a non-binding advisory basis of the compensation of the Company’s named executive officers for 2025 was approved by a majority of the votes cast by the Company’s stockholders. The results of the vote were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,372,960		378,176		103,447		1,599,333

The appointment of Crowe LLP as independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2026 was ratified. The results of the vote were as follows:

Votes For		Votes Against		Abstentions
10,437,951		15,442		523

The Company’s stockholders approved the Metropolitan Bank Holding Corp. 2026 Employee Stock Purchase Plan. The results of the vote were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,731,052		118,895		4,636		1,599,333

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: April 29, 2026	By:	/s/ Daniel F. Dougherty
		Daniel F. Dougherty
		Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Metropolitan Bank Holding Corp. (MCB) stockholders vote on at the April 29, 2026 meeting?

Stockholders voted on electing four directors and several additional proposals. All four nominees received more votes "for" than "withheld," and each of the other proposals reported in the results obtained more votes in favor than against, indicating broad stockholder support.

How many Metropolitan Bank (MCB) shares were eligible and represented at the 2026 annual meeting?

A total of 12,293,174 common shares were outstanding and entitled to vote as of the record date. At the meeting, 10,453,916 shares—about 85.04% of those entitled—were represented in person or by proxy, reflecting strong stockholder participation in the vote.

Were all director nominees elected at Metropolitan Bank’s 2026 annual meeting?

Yes. All four director nominees—Anthony J. Fabiano, Robert C. Patent, Maria Fiorini Ramirez, and William Reinhardt—were elected. Each candidate received more votes "for" than "withheld," based on the tabulated results reported for the annual stockholder meeting.

What were the vote results for key proposals at Metropolitan Bank (MCB)?

One proposal received 8,372,960 votes for, 378,176 against, and 103,447 abstentions, plus 1,599,333 broker non-votes. Another proposal received 10,437,951 votes for, 15,442 against, and 523 abstentions, showing very strong support among voting stockholders.

How significant were broker non-votes in Metropolitan Bank’s 2026 meeting results?

Several proposals show 1,599,333 broker non-votes, alongside millions of votes cast in favor. These broker non-votes reflect shares present but not voting on specific items, while the proposals themselves still received substantially more votes for than against.

Who signed the Metropolitan Bank (MCB) report on the 2026 annual meeting results?

The report detailing the annual meeting voting results was signed on behalf of Metropolitan Bank Holding Corp. by Daniel F. Dougherty, who is identified in the document as Executive Vice President and Chief Financial Officer of the company.

Filing Exhibits & Attachments

3 documents