UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 28, 2025, Metropolitan Bank Holding Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Each proposal presented at the Annual Meeting is described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 17, 2025.
As of the record date, there were 11,066,234 shares of the Company’s common stock, par value $0.01 per share (“Shares”), outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 10,201,237 Shares, or approximately 92.18% of the outstanding Shares entitled to vote, were represented in person or by proxy. Those Shares were voted as follows:
| 1. | The following individuals were nominated to serve as directors until the 2028 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. All nominees were elected. The results of the vote were as follows: |
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Dale C. Fredston | 6,691,253 | 2,864,191 | 645,793 | |||
| David J. Gold | 8,105,193 | 1,450,250 | 645,793 | |||
| Terence J. Mitchell | 8,218,543 | 1,336,900 | 645,793 | |||
| Chaya Pamula | 8,303,161 | 1,252,283 | 645,793 |
| 2. | The proposal regarding the approval on a non-binding, advisory basis of the compensation of the Company’s named executive officers for 2024 did not receive the majority of the votes cast by the Company’s stockholders. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,665,605 | 5,425,695 | 464,144 | 645,793 |
| 3. | The appointment of Crowe LLP as independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2025 was ratified. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 10,087,030 | 72,290 | 41,917 |
| 4. | The Company’s stockholders approved an amendment to the Amended and Restated Metropolitan Bank Holding Corp. 2022 Equity Incentive Plan. The results of the vote were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,240,873 | 2,713,521 | 1,601,049 | 645,793 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| METROPOLITAN BANK HOLDING CORP. | ||
| Dated: May 30, 2025 | By: | /s/ Daniel F. Dougherty |
| Daniel F. Dougherty | ||
| Executive Vice President and Chief Financial Officer | ||