BIMIZCI pushes proxy fight at Medallion Financial

Medallion Financial Corp. faces a proxy contest as BIMIZCI Fund LLC and affiliated stockholders filed an updated governance presentation and are soliciting votes for three independent director nominees ahead of the June 9, 2026 Annual Meeting.

Rhea-AI Filing Summary

Medallion Financial Corp. faces a proxy contest as BIMIZCI Fund LLC and affiliated stockholders filed an updated governance presentation and are soliciting votes for three independent director nominees ahead of the June 9, 2026 Annual Meeting.

BIMIZCI says it holds 525,205 shares of common stock as of June 2, 2026 and $15 million par value of the company’s trust preferred securities, and it directs shareholders to vote using its BLUE proxy card and proxy solicitor.

Insights

Activist Investor Strategist

Activist presents governance and compensation case and fields three nominees.

BIMIZCI’s presentation focuses on governance, compensation, and performance while proposing three independent nominees: Eric Kelly, John Kiernan, and Timothy Shanahan. The filing reiterates its holdings of 525,205 shares and $15 million par of trust preferred securities as of June 2, 2026.

Outcome will depend on vote tallies at the June 9, 2026 meeting; subsequent filings and the definitive proxy statement will disclose detailed vote results and any changes to board composition.

Corporate Governance Counsel

Proxy solicitation follows standard disclosure and solicitation channels.

BIMIZCI filed a definitive proxy statement previously and is now distributing an updated governance presentation and a BLUE proxy card. It names Sodali & Co LLC as proxy solicitor and provides public access to materials via a disclosed URL.

Legal and procedural next steps include distribution of the definitive proxy materials and vote tabulation at the annual meeting; any formal challenges or settlements would be reflected in subsequent SEC filings.

Key Figures

Shares held: 525,205 shares Trust preferred securities: $15 million par value Annual meeting date: June 9, 2026 +1 more

4 metrics

Shares held 525,205 shares holding as of June 2, 2026

Trust preferred securities $15 million par value held by BIMIZCI as disclosed

Annual meeting date June 9, 2026 Company annual meeting

Director nominees 3 nominees Eric Kelly; John Kiernan; Timothy Shanahan

Key Terms

Schedule 14A, trust preferred securities, proxy solicitor

3 terms

Schedule 14A regulatory

"SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

trust preferred securities financial

"also owns $15 million par value of the Company's trust preferred securities"

Trust preferred securities are a hybrid investment that blends features of bonds and stocks: an issuing company places assets into a separate trust which sells these securities and passes regular payments to holders much like bond interest. They can behave like equity for regulatory or accounting purposes while still offering a fixed-income stream, so they matter to investors because they carry higher income than plain bonds but also higher risk and potential sensitivity to issuer capital and credit moves.

proxy solicitor financial

"directs shareholders to BIMIZCI's proxy solicitor, Sodali & Co LLC"

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is BIMIZCI proposing for Medallion Financial (MFIN)?

BIMIZCI is soliciting votes to elect three independent nominees, Eric Kelly, John Kiernan, and Timothy Shanahan, to Medallion’s board at the June 9, 2026 Annual Meeting, supported by an updated governance presentation detailing its case for change.

How many Medallion Financial (MFIN) shares does BIMIZCI hold?

BIMIZCI reports holding 525,205 shares of Medallion common stock as of June 2, 2026. It also reports ownership of $15 million par value of the company’s trust preferred securities in the same disclosure.

Where can shareholders view BIMIZCI’s governance presentation for MFIN?

The updated governance presentation is available at https://restoretheshine.com/materials/bimizci-investor-governance-deck-2026. The filing also states BIMIZCI will send a definitive proxy statement and proxy card to shareholders ahead of the June 9, 2026 meeting.

How is BIMIZCI soliciting votes for the MFIN annual meeting?

BIMIZCI directs shareholders to vote via https://restoretheshine.com/vote and names Sodali & Co LLC as its proxy solicitor, providing phone and email contact details for assistance and requests for proxy materials.

Who are the participants in BIMIZCI’s solicitation at Medallion (MFIN)?

Participants listed include BIMIZCI Fund LLC, Warnke Investments LLC, ZimCal Asset Management LLC, Stephen Hodges, and the three nominees: Eric Kelly, John Kiernan, and Timothy Shanahan, who may have interests from holding the company’s stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 07:52 PM EDT Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant  ☐
Filed by a Party other than the Registrant  ☒
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12
MEDALLION FINANCIAL CORP.
(Name of Registrant as Specified In Its Charter)
BIMIZCI Fund LLC Warnke Investments LLC ZimCal Asset Management LLC Stephen Hodges Eric Kelly John Kiernan Timothy Shanahan
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
-with copies to-
			Peter D. Fetzer Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596
Payment of Filing Fee (Check the appropriate box):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

BIMIZCI FUND LLC

BIMIZCI Files Updated Governance Presentation Supporting Case for Change at Medallion Financial

BIMIZCI has received the support of both ISS and Glass Lewis for two director nominees

On June 2, 2026, BIMIZCI Fund LLC, together with Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, "BIMIZCI"), filed its institutional stockholders’ updated governance presentation, A Focus on Governance Issues at Medallion Financial, setting out the full governance, performance, and compensation case for change at Medallion Financial Corp. ahead of the June 9, 2026 Annual Meeting. The deck focuses on governance and details a family-led board that has not held management accountable, executive compensation well above peers given relative performance, and deteriorating financial trends. The deck then highlights BIMIZCI's nominees' expertise, including their operational and technological proficiency, and highlights a robust six-pillar plan to create value at Medallion Financial (NASDAQ: MFIN).

The deck can be viewed at https://restoretheshine.com/materials/bimizci-investor-governance-deck-2026. 

BIMIZCI is currently MFIN’s 4^th largest institutional stockholder, holding 525,205 shares of Medallion Financial Corp. (NASDAQ: MFIN) common stock (as of June 2, 2026), and also owns $15 million par value of the Company's trust preferred securities.  BIMIZCI is soliciting proxies on its BLUE proxy card in support of its three independent director nominees, Eric Kelly, John Kiernan, and Timothy Shanahan, for election as Class III directors at the Company's June 9, 2026 Annual Meeting. Stockholders are directed to vote at https://restoretheshine.com/vote and to BIMIZCI's proxy solicitor, Sodali & Co LLC.

Important Information

BIMIZCI Fund LLC, Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, “BIMIZCI”) have nominated individuals as nominees to the board of directors of Medallion Financial Corp. (the “Company”) and intend to solicit votes for the election of those individuals, Eric Kelly, John Kiernan, and Timothy Shanahan as members of the Company’s board of directors (the “Nominees”).  BIMIZCI will send a definitive proxy statement, proxy card and related proxy materials to shareholders of the Company seeking their support of the Nominees at the Company’s 2026 annual meeting of stockholders.  Stockholders are urged to read the definitive proxy statement and proxy card because they contain important information about the Nominees, the Company and related matters.  Shareholders may obtain a free copy of the definitive proxy statement and proxy card and other documents filed by BIMIZCI with the Securities and Exchange Commission (“SEC”) at the SEC’s web site at www.sec.gov.  Shareholders may also direct a request to Sodali & Co LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing zimcal@info.sodali.com.

Participants in Solicitation

The following persons are participants in the solicitation by BIMIZCI: BIMIZCI Fund LLC, Warnke Investments LLC, ZimCal Asset Management LLC, Stephen Hodges, Eric Kelly, John Kiernan, and Timothy Shanahan.  The participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. BIMIZCI filed a definitive proxy statement under cover of Schedule 14A on May 8, 2026 (the “Definitive Proxy Statement”). Information regarding the participants and their interests is contained in the Definitive Proxy Statement.