Metropolitan Bank Holding Corp. Announces 2024 Annual Meeting of Stockholders

TL;DR

Metropolitan Bank Holding Corp. will hold its 2024 Annual Meeting of Stockholders virtually on May 29, 2024, with key votes on director elections, auditor ratification, executive compensation, and an equity incentive plan.

AI Summary

Metropolitan Bank Holding Corp. (MCB) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Annual Meeting scheduled for May 29, 2024, at 9:00 a.m. ET. Meeting will be held virtually to enhance accessibility and cost savings. Stockholders can attend and participate online via www.meetnow.global/MDW2K2W. Key agenda items include election of four directors and ratification of Crowe LLP as independent auditor. Other business includes advisory vote on executive compensation and approval of Amended and Restated Equity Incentive Plan.

Why It Matters

For investors and stakeholders tracking Metropolitan Bank Holding Corp., this filing contains several important signals. The shift to a virtual-only format aims to increase stockholder participation and reduce costs associated with physical meetings. The meeting will cover critical governance matters, including director elections and advisory votes on executive pay, impacting corporate oversight and shareholder alignment.

Risk Assessment

Risk Level: — Metropolitan Bank Holding Corp. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would alter the company's risk profile.

Analyst Insight

Stockholders should review the proxy materials to understand the proposals and cast their votes on director elections, auditor ratification, executive compensation, and the equity incentive plan.

Key Numbers

• four — Directors to be elected (Election of four directors is a key agenda item.)
• 2024 — Fiscal Year End (Crowe LLP is proposed as auditor for the year ending December 31, 2024.)

Key Players & Entities

• Metropolitan Bank Holding Corp. (company) — Registrant and filer of the proxy statement.
• Crowe LLP (company) — Proposed independent registered public accounting firm.
• May 29, 2024 (date) — Date of the Annual Meeting of Stockholders.
• 2024 (date) — Year for which Crowe LLP is proposed as auditor.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.

Industry Context

Metropolitan Bank Holding Corp. operates within the commercial banking sector, subject to regulatory oversight and market dynamics typical of financial institutions.

Regulatory Implications

As a publicly traded bank holding company, Metropolitan Bank Holding Corp. is subject to regulations from the SEC and banking authorities, requiring adherence to disclosure and governance standards.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals regarding the ratification of Crowe LLP and the advisory vote on executive compensation.
3. Familiarize yourself with the virtual meeting procedures and how to participate and vote.

Key Dates

• 2024-05-29: Annual Meeting of Stockholders — Formal business including director elections, auditor ratification, and advisory votes will be conducted.
• 2024-04-22: Filing Date — The definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This filing is a definitive proxy statement (DEF 14A) for the 2024 Annual Meeting, following the typical schedule for such corporate events.

Filing Documents

• tm2326541d2_def14a.htm (DEF 14A) — 1624KB
• sg_markdefazio-bw.jpg (GRAPHIC) — 10KB
• sg_zacharylevine-bw.jpg (GRAPHIC) — 8KB
• fc_skills-4c.jpg (GRAPHIC) — 173KB
• pc_diversity-4c.jpg (GRAPHIC) — 20KB
• pc_female-4c.jpg (GRAPHIC) — 20KB
• ic_crossmark-bw.jpg (GRAPHIC) — 2KB
• lc_3ytsrvscaptsr-4c.jpg (GRAPHIC) — 22KB
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• lc_capvstsr-4c.jpg (GRAPHIC) — 24KB
• lc_capadjuroatce-4c.jpg (GRAPHIC) — 23KB
• pc_majorityofequity-4c.jpg (GRAPHIC) — 15KB
• px_24metroproxy1pg01-bw.jpg (GRAPHIC) — 236KB
• px_24metroproxy1pg02-bw.jpg (GRAPHIC) — 253KB
• 0001104659-24-049714.txt ( ) — 4796KB
• mcb-20231231.xsd (EX-101.SCH) — 10KB
• mcb-20231231_def.xml (EX-101.DEF) — 7KB
• mcb-20231231_lab.xml (EX-101.LAB) — 34KB
• mcb-20231231_pre.xml (EX-101.PRE) — 12KB
• tm2326541d2_def14a_htm.xml (XML) — 313KB

From the Filing

tm2326541-1_nonfiling - none - 13.2344122s 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 under 240.14a-12 METROPOLITAN BANK HOLDING 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 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 14-6(i)(1) and 0-11. Metropolitan Bank Holding Corp. 99 Park Avenue, 12th Floor New York, New York 10016 (212) 659-0600 April 22, 2024 Dear Stockholder: We cordially invite you to attend the Annual Meeting of Stockholders of Metropolitan Bank Holding Corp. (the "Company"). The Annual Meeting will be held on Wednesday, May 29, 2024 at 9:00 a.m., Eastern Time. In order to provide expanded access, improved communication and cost savings for our stockholders, we are holding our Annual Meeting in a virtual meeting format only. We believe that hosting a virtual meeting will also enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with internet access. To be admitted to the Annual Meeting, you must go online to www.meetnow.global/MDW2K2W. To login to the virtual meeting you must join as a "Shareholder" and follow the applicable instructions set forth below under "How to Attend the Annual Meeting." You may vote or ask questions during the Annual Meeting by following the instructions available on the meeting website during the meeting. The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the Annual Meeting we will also report on the Company's results of operations. Also enclosed for your review is the Company's Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance. The Annual Meeting is being held so that stockholders may be given the opportunity to: (1) elect four directors; (2) ratify the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2024; (3) cast a non-binding advisory vote to approve the compensation of our Named Executive Officers; and (4) approve the Metropolitan Bank Holding Corp. Amended and Restated 2022 Equity Incentive Plan (the "Amended and Restated 2022 Equity Incentive Plan") to increase the number of shares available for award thereunder. The Board of Directors unanimously recommends a vote " FOR " each of the director nominees and the ratification of the independent registered public accounting firm, recommends the approval of, on a non-binding advisory basis, the compensation of the Named Executive Officers, and recommends the approval of the Amended and Restated 2022 Equity Incentive Plan. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the Annual Meeting. Alternatively, you may vote via the Internet or by telephone. Instructions and applicable deadlines for voting via the Internet or by telephone are set forth on the enclosed proxy card. You may revoke your proxy at any time before its exercise, and you may attend the Annual Meeting and vote virtually, even if you have previously returned your proxy card or voted via the Internet or by telephone. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder and to register in advance to vote virtually at the Annual Meeting. We thank you for your prompt attention to this matter and appreciate your support. Sincerely, Mark R. DeFazio President and Chief Executive Officer Metropolitan Bank Holding Corp. 99 Park Avenue, 12th Floor New York, New York 10016 (212) 659-0600 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On May 29, 2024 Notice is hereby given that the Annual Meeting of Stockholders of Metropolitan Bank Holding Corp. (the "Annual Meeting") will be on May 29, 2024 at 9:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the annual meeting physically. To be admitted to the Annual Meeting, you must go online to www.meetnow.global/MDW2K2W. To login

View Full Filing

View this DEF 14A filing on SEC EDGAR