Medallion Financial Corp. Files Proxy Materials

TL;DR

Medallion Financial Corp. just dropped more proxy docs, no new fee. Check 'em out.

AI Summary

Medallion Financial Corp. filed a Definitive Additional Materials proxy statement on May 20, 2024. This filing is related to the company's proxy materials and does not involve a new fee, as indicated by the 'No fee required' checkbox. The filing is made under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates that Medallion Financial Corp. is providing additional proxy materials to shareholders, which may contain important updates or information relevant to upcoming shareholder decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not appear to contain significant new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• MEDALLION FINANCIAL CORP. (company) — Registrant
• Securities Exchange Act of 1934 (legal_document) — Governing Act
• 20240520 (date) — Filing Date

FAQ

Key Financial Figures

• $12 million — ed a repurchase of his TruPS for either $12 million in cash or $13 million in total value (
• $13 million — TruPS for either $12 million in cash or $13 million in total value ($9 million cash and $4
• $9 million — in cash or $13 million in total value ($9 million cash and $4 million common stock). Unde
• $4 million — ion in total value ($9 million cash and $4 million common stock). Under either option, Mr.

Filing Documents

• efc24-067_def14a.htm (DEFA14A) — 20KB
• image00001.jpg (GRAPHIC) — 2KB
• 0000905148-24-001556.txt ( ) — 24KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 under 240.14a-12 MEDALLION FINANCIAL CORP. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than The Registrant) Payment of Filing Fee (Check all boxes that apply): 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 On May 20, 2024, counsel to Medallion Financial Corp. (the "Company") delivered a letter to counsel to Stephen Hodges, ZimCal Asset Management, LLC, BIMIZCI Fund LLC, and Warnke Investments LLC (collectively, "ZimCal") regarding the Company's 2024 Annual Meeting of Shareholders, a copy of which can be found below: *** SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ASIA PACIFIC EUROPE +1 212 839 8744 KLIEKEFETT@SIDLEY.COM May 20, 2024 Via Email and FedEx Abbott Cooper PLLC 1266 East Main Street Suite 700R Stamford, CT 06902 Attention: Abbott Cooper Re: Correspondence from Schulte Roth & Zabel LLP, dated May 15, 2024 Dear Abbott: On behalf of our client, Medallion Financial Corp. (the " Company "), we write in response to the correspondence from Michael Swartz of Schulte Roth & Zabel LLP (" Schulte Roth ") on behalf of Stephen Hodges, ZimCal Asset Management, LLC, BIMIZCI Fund LLC, and Warnke Investments LLC (collectively, " ZimCal "), dated as of May 15, 2024. This response is addressed only to you, and not to Schulte Roth, because the Company believes that Schulte Roth has a disqualifying conflict of interest in this matter under the New York Rules of Professional Conduct. Specifically, the Company has been informed that Schulte Roth previously represented Messrs. Alvin and Andrew Murstein, who are, respectively, the Chairman and Chief Executive Officer and the President and Chief Operating Officer of the Company, in a substantially related matter. As it relates to the merits of Schulte Roth's correspondence, the allegations are simply wrong. Mr. Hodges made clear he was quite eager to sell his trust preferred securities (" TruPS ") to the Company. In a letter to the Company on February 12, 2024, Mr. Hodges put forward possible "outcomes" for the Company: give him two board seats despite his de minimis equity investment, face a proxy contest "every year," or buyout his debt at significant premiums to fair value. Specifically, Mr. Hodges proposed a repurchase of his TruPS for either $12 million in cash or $13 million in total value ($9 million cash and $4 million common stock). Under either option, Mr. Hodges would pocket a nearly 100% return on his purchase price of the TruPS, which the Company has been informed was approximately 45% of par value. Schulte Roth's correspondence was little more than a public relations stunt, as made clear by ZimCal publishing the letter with a press release the very next day. It is obvious that Mr. Hodges and ZimCal are trying to obfuscate the fact that their interests are profoundly misaligned with the Company's shareholders. The Company reserves all rights and waives none. Very truly yours, /s/ Kai H. E. Liekefett Kai H.E. Liekefett Partner

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View this DEFA14A filing on SEC EDGAR