Medallion Financial (MFIN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with shareholders able to vote electronically and submit questions online.

• BIMIZCI Fund LLC is running a dissident slate of three nominees in opposition to the Board's recommended candidates, but holds only 0.78% of outstanding shares and a larger position in trust preferred securities, creating a conflict of interest.

• The Board unanimously recommends voting for its nominees—John Everets, Cynthia A. Hallenbeck, and Alvin Murstein—on the WHITE universal proxy card and urges shareholders to disregard BIMIZCI's materials.

• Key proposals include electing three directors, ratifying the independent auditor, and a non-binding advisory vote on executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for terms expiring in 2029, ratifying Plante & Moran, PLLC as auditor for 2026, and approving 2025 executive compensation on a non-binding basis.

• The Board opposes the dissident nominees and recommends voting only for its slate.

• Shareholders may submit proposals for the 2027 meeting between December 1 and December 31, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of eight members, five of whom are independent under NASDAQ standards.

• Alvin Murstein transitioned from CEO to Executive Chairman in January 2026; Brent O. Hatch serves as Lead Independent Director.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Investment Oversight, all with independent members and written charters.

• Directors are encouraged to attend annual meetings; all attended in 2025.

• The Board values diversity but has no formal diversity policy.