Medallion Financial (MFIN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• A proxy contest is ongoing, with BIMIZCI Fund LLC nominating three dissident directors in opposition to the Board's slate.

• The Board recommends voting only for its nominees and not for the dissident slate, citing conflicts of interest due to BIMIZCI's larger debt holdings.

• Shareholders can vote electronically, by phone, or by mail using the WHITE universal proxy card.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class III directors for terms expiring in 2029.

• Ratification of Plante & Moran, PLLC as the independent auditor for 2026 is on the agenda.

• A non-binding advisory vote on 2025 executive compensation (say-on-pay) will be held.

• The Board opposes the dissident nominees and urges shareholders to disregard any proxy materials from BIMIZCI.

Board of directors and corporate governance

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

• Alvin Murstein transitioned to Executive Chairman in 2026; Andrew Murstein became CEO.

• The Board has four standing committees: Audit, Compensation, Nominating and Governance, and Investment Oversight.

• A Lead Independent Director role was established to enhance governance.

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