Metropolitan Bank Holding Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of four incumbent directors (Anthony J. Fabiano, Robert C. Patent, Maria Fiorini Ramirez, William Reinhardt) to serve three-year terms ending 2029.

2. 2

   Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers for 2025 as disclosed in the proxy statement.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

4. 4

   Approval of 2026 Employee Stock Purchase Plan (ESPP

   ManagementBoard: FOR

   Approval of a new 2026 Employee Stock Purchase Plan to allow eligible employees to purchase shares, with 250,000 shares reserved, offering periods and up to 10% payroll contributions, intended to qualify under IRC Section 423.

   More detail

   The Board seeks approval of a Section 423 ESPP to encourage employee ownership and support recruitment and retention. The plan reserves 250,000 shares, uses three-month offering periods, permits payroll deductions of 1–10% (up to $25,000/year limit under IRC Section 423), provides an exercise price equal to 85%–100% of fair market value at the exercise date, and deposits purchased shares into participant brokerage accounts with a 12‑month custody restriction before sale. Management emphasizes the plan will be implemented using open-market purchases to avoid dilution, will be administered by the Compensation Committee, and is designed to conform to tax-advantaged treatment under the Code.

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When is the Metropolitan Bank Holding Corp 2026 annual meeting?

Metropolitan Bank Holding Corp (MCB) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Metropolitan Bank Holding Corp 2026 meeting?

The record date for the Metropolitan Bank Holding Corp 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Metropolitan Bank Holding Corp's 2026 meeting?

The board is presenting 4 director nominees at the Metropolitan Bank Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Metropolitan Bank Holding Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Metropolitan Bank Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.