Medallion Financial Corp. (MFIN) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the 2026 Annual Meeting of Shareholders of Medallion Financial Corp. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. You have joined the Annual Meeting using your computer speaker system by default. If you prefer to join over the telephone, just select "phone call" in the settings icon of your toolbar, and the dial-in information will be displayed. In a few moments, you will have the final opportunity to vote or to change your vote. At that time, please refer to the voting link on your screen. If any person present has submitted their proxy, such shares will be voted in accordance with your instructions set forth on the proxy card, unless you vote virtually today. There is no need to vote virtually again unless you wish to change your vote. After the formal business meeting is completed, we will conduct a short question-and-answer session. You may submit questions electronically by using the questions pane of your toolbar. Questions must comply with the rules of conduct for the meeting. You may submit your questions at any time during the meeting, and we will answer them as appropriate and as time permits during the question-and-answer session. I would now like to introduce you to Alvin Murstein, Executive Chairman.

Good morning. On behalf of the Board of Directors of Medallion Financial, welcome to the 2026 Annual Meeting of Shareholders. We are holding this meeting virtually by means of remote communication to ensure all of our shareholders have easy access to our meeting. I would like to thank everyone present for attending today. The time is now 10:02 on June 9, 2026. The meeting has come to order. I am joined by several of our directors, members of our executive management team, and other guests of the company. From our executive team, in addition to me, we have Andrew Murstein, our President and Chief Executive Officer and Chief Operating Officer; Anthony Cutrone, our Executive Vice President and Chief Financial Officer; and Marisa Silverman, our Executive Vice President, General Counsel and Secretary; and Samantha Rozovsky, our Chief Compliance Officer and Associate General Counsel. I would also like to introduce Michael Barbera of First Coast Results, Inc., who will serve as the Inspector of Elections for today's meeting. We also have representatives from Willkie Farr & Gallagher LLP and Sidley Austin LLP, the company's counsel; Kyle Manny, who is a partner with Plante Moran PLLC, the company's independent registered public accounting firm; and Alliance Advisors LLC, the company's proxy solicitor in attendance. As you may be aware, BIMIZCI Fund LLC, an affiliate of ZimCal Asset Management LLC and Stephen Hodges, who we refer to for the remainder of this presentation as ZimCal, has submitted notice of its intent to nominate three candidates for election as directors at this meeting. ZimCal representatives are also in attendance at this meeting. Ms. Silverman will act as Secretary of the meeting and keep the minutes.

Thank you, Mr. Chairman. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules of conduct which govern this meeting. The rules of conduct are available on the platform you are using to access our virtual meeting. We do not expect technical difficulties today. However, in the event we lose our webcast connection or otherwise experience technical difficulties, please allow for some time for those difficulties to be resolved.

I now ask Ms. Silverman to present certain documents for the meeting.

Mr. Chairman, I present to the meeting the following documents: A copy of the notice of the Annual Meeting, a proxy statement dated April 30, 2026, a form of proxy, and a copy of the 2025 annual report of the company. These documents are accompanied by an affidavit confirming these documents were disseminated to each shareholder of record at the close of business on April 13, 2026. Copies of each of these documents are attached as exhibits to the affidavit.

I direct the Secretary to attach the affidavit and exhibits to the minutes of this meeting and make them part of the company's records. I appoint Michael Barbera of First Coast Results, Inc. to serve as Inspector of Elections. The Inspector of Elections has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Elections has in their possession a list of the company's shareholders of record as of record date April 13, 2026. Ms. Amanda Raimo Kaufer, would you kindly report on the common stock represented at the meeting in person, virtually, or by proxy?

Mr. Chairman, preliminary tabulations indicate that there are 13,094,708 shares of common stock represented either in person, virtually, or by proxy at this meeting, constituting a majority of the shares of the capital stock of the company issued and outstanding and entitled to vote at the meeting.

We will proceed with the business of the meeting on the assumption that a quorum is present, pending final confirmation by the Inspector of Elections.

We will briefly discuss voting procedures. You are entitled to vote if you are a shareholder of record as of the close of business on April 13, 2026, which is the record date for the meeting, or otherwise hold a valid proxy entitling you to vote at this meeting. If any person present has submitted their proxy, such shares will be voted in accordance with your instructions set forth on the proxy card, and you do not need to vote now, unless you wish to change your vote. However, if you are attending in person virtually and wish to revoke your proxy and vote in person virtually, please refer to the shareholder ballot link on your screen.

I now declare the polls open for each matter to be voted on today. The time is 10:08. You may vote until I announce that the polls are closed. As stated in the notice of the meeting, there are three items on the agenda on which shareholders have been asked to vote: one, the election of three directors to serve until the 2029 Annual Meeting of Shareholders; two, the ratification of the appointment of Plante Moran PLLC as the company's independent registered public accounting firm for the year ending December 31, 2026; and three, the approval of a nonbinding advisory resolution to approve the 2025 compensation of the company's named executive officers as described in the company's proxy statement. We will now proceed with our first agenda item, the election of directors.

The following three persons have been nominated by the Board of Directors to serve as Class III directors of the company for a term of three years: John Everets, Cynthia A. Hallenbeck, and Alvin Murstein. The Board recommends a vote in favor of Mr. Everets, Ms. Hallenbeck, and Mr. Murstein. ZimCal has submitted a notice of intention to nominate three director candidates to serve as Class III directors of the company for a term of three years: Mr. Eric Kelly, Mr. John Kiernan, and Mr. Timothy Shanahan. The company has deemed each of ZimCal's candidates to be duly nominated. The company has not received notice of any other nominees.

We will move on to the last item, the ratification of the appointment of Plante Moran PLLC as the company's independent registered public accounting firm for the year ending December 31, 2026.

The Board recommends a vote for the ratification of the appointment of Plante Moran PLLC as the company's independent registered public accounting firm for the year ending December 31, 2026. The proposed resolution shareholders are being asked to approve is as follows: Resolved that the appointment of Plante Moran PLLC as the company's independent registered public accounting firm for the year ending December 31, 2026, is hereby ratified.

We will move on to the last item, the approval of a nonbinding advisory resolution to approve the 2025 compensation of the company's named executive officers, as described in the company's proxy statement.

The Board recommends a vote for the approval of a nonbinding advisory resolution to approve the 2025 compensation of the company's named executive officers. The proposed resolution shareholders are being asked to approve is as follows: Resolved that the 2025 compensation paid to the company's named executive officers as disclosed in the proxy statement for the company's 2026 Annual Meeting of Shareholders, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved.

If you have not voted yet and are voting today, you must submit your vote at this time in order for them to be counted by the Inspector of Elections. The Inspector of Elections will not accept ballots, proxies, or votes, or any changes or revocations thereof submitted after the closing of the polls. We will pause for a moment to give anyone a final chance to vote. [Voting]

Polls for each matter to be voted on at this meeting will close shortly. It is now 10:14, and the polls for each matter to be voted on at this meeting are now closed. I have been notified that preliminary results are available. Ms. Silverman, will you please present the preliminary results of the voting?

Based on the preliminary tabulation by our proxy solicitor, we believe that a plurality of votes has voted in favor of John Everets. A plurality of votes has voted in favor of Cynthia A. Hallenbeck. A plurality of votes has voted in favor of Alvin Murstein. A majority of the votes cast have voted in favor of the appointment of Plante Moran PLLC as the company's independent registered public accounting firm. A majority of votes cast has voted in favor of the approval of a nonbinding advisory resolution regarding the 2025 compensation of the company's named executive officers as described in the proxy statement.

Thank you. We reiterate that these are the preliminary results of voting. Final vote count may vary following the final examination of votes by the Inspector of Elections. The final results of voting will be set forth in the report of the Inspector of Elections and will be included in the minutes of this meeting. The final results will also be reported in a current report on the Form 8-K that the company files with the Securities and Exchange Commission in due course. I direct the Secretary to file with the records of the company the following: a certificate from the Inspector of Elections reflecting the action that the shareholders have taken at this meeting, a list of the shareholders as certified by Michael Barbera of First Coast Results, Inc., and finally, the proxies and ballots that were cast at this meeting. This concludes the formal part of the 2026 Annual Meeting. The meeting is adjourned. We will now take a few seconds to gather for our question-and-answer session. Thank you. At this time, I have asked Andrew Murstein, our President, Chief Executive Officer and Chief Operating Officer; and Anthony Cutrone, our CFO, to join me for a short question-and-answer session. We will open the meeting for questions or comments from stockholders regarding the matters presented at the meeting. Again, we will continue to observe the rules of conduct posted on the virtual meeting website. During the question-and-answer session, we may take forward-looking statements. Please keep in mind our safe harbor provisions related to the forward-looking statements.

Please hold while we poll for any questions. Management will lead the Q&A session.

I have been notified that there are no questions. Since that is the case, we will close our question-and-answer session.

Thank you for your attendance and participation today. On behalf of everyone associated with our corporation, we thank you for being a shareholder of Medallion Financial. We are excited about where we are headed, and look forward to speaking throughout the year.

Having concluded the question-and-answer session, I'd like to thank you for attending today's meeting. Enjoy the rest of the day.