Medallion Financial Corp

1. 1

   Election of Class III Directors

   Shareholder — BIMIZCI Fund LLC (and affiliates ZimCal Asset Management LLC, Warnke Investments LLC, and Stephen Hodges

   Election of three Class III directors to serve until the 2029 annual meeting. BIMIZCI is soliciting votes for its slate (Eric Kelly, John Kiernan and Timothy Shanahan) and asking stockholders to withhold on the Company’s nominees (Alvin Murstein, John Everets and Cynthia Hallenbeck).

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: AGAINST

   Non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement.

   More detail

   This proposal asks shareholders to cast an advisory (non-binding) vote to approve the Company’s 2025 compensation disclosure and the compensation paid to its named executive officers. Management is asking for a routine endorsement of its pay decisions; however, BIMIZCI opposes the proposal on grounds that executive remuneration has been misaligned with Medallion’s financial performance and risk outcomes. Key contextual facts include the May 30, 2025 Final Judgment and civil penalties arising from the SEC enforcement action, a recent promotion of Andrew Murstein to CEO despite that Final Judgment, high aggregate named-officer compensation (top five executives paid $78.9 million since 2018) that BIMIZCI contends exceeds returns to common stockholders, and recent operating weaknesses including elevated consumer loan charge-offs, non-performing commercial loans, and a default at a subsidiary. BIMIZCI frames the say-on-pay vote as a mechanism to signal shareholder dissatisfaction with pay-for-performance outcomes and governance choices, and recommends voting AGAINST. Management traditionally treats the result as advisory but may consider the outcome in future compensation decisions. The proposal raises governance considerations about the board’s oversight of pay, the effectiveness of clawback/recoupment policy changes, and the degree to which executive incentives are tied to sustainable risk-adjusted returns. Given the non-binding nature of the vote, its primary consequence is reputational pressure on the Compensation Committee and potential follow-on disclosure and design changes if a majority opposes the resolution.

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When is the Medallion Financial Corp 2026 annual meeting?

Medallion Financial Corp (MFIN) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.

What is the record date for the Medallion Financial Corp 2026 meeting?

The record date for the Medallion Financial Corp 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Medallion Financial Corp's 2026 meeting?

The board is presenting 3 director nominees at the Medallion Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Medallion Financial Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Medallion Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.