Medallion Financial (MFIN) Proxy filing summary

Executive summary

• BIMIZCI Fund LLC, a significant shareholder, is soliciting proxies to elect three independent director nominees to Medallion Financial Corp.'s board, citing governance, performance, and strategic concerns.

• The solicitation follows years of engagement with the company, including repeated calls for governance reform, improved capital allocation, and enhanced technology adoption.

• BIMIZCI criticizes the board for entrenchment, lack of independence, and promoting Andrew Murstein to CEO after a federal securities fraud judgment and SEC settlement.

• The proxy contest is positioned as a pivotal moment for Medallion, with BIMIZCI offering to invest further if governance reforms are enacted.

Voting matters and shareholder proposals

• Shareholders are asked to vote for three BIMIZCI nominees (Eric Kelly, John Kiernan, Timothy Shanahan) and withhold votes from the company’s nominees (Alvin Murstein, John Everets, Cynthia Hallenbeck).

• Proposals include ratification of Plante & Moran, PLLC as independent auditor for 2026 and an advisory vote on executive compensation, with BIMIZCI recommending a vote against the latter.

• Voting is via a BLUE universal proxy card, with detailed instructions for both record and beneficial owners.

Board of directors and corporate governance

• BIMIZCI criticizes the board’s composition: three of eight directors are from the Murstein family, five will be over 80 within a year, and average tenure is 18 years.

• The board is classified, limiting annual accountability, and has adopted bylaw amendments increasing procedural barriers for shareholder nominations.

• BIMIZCI’s nominees bring expertise in technology, banking, regulation, and turnaround management, aiming to restore independence and accountability.