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0001476034
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2026-04-29
2026-04-29
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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:
| 1. | 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 |
| 2. | 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 |
| 3. | 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 |
| 4. | 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 |