UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

LOGO

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 19, 2017

 

 

MARLIN BUSINESS SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   000-50448   38-3686388
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

300 Fellowship Road,

Mount Laurel, NJ

  08054
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (888) 479-9111

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders

On May 18, 2017, the Registrant held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the shareholders elected six Directors to serve until the 2018 Annual Meeting of Shareholders and until their successors are elected and qualified. The vote on each Director is set forth below:

 

Name

  

For

    

Withheld

 

John J. Calamari

     9,432,750 shares        278,928 shares  

Lawrence J. DeAngelo

     9,225,671 shares        486,007 shares  

Scott Heimes

     9,530,342 shares        181,336 shares  

Jeffrey A. Hilzinger

     9,537,169 shares        174,509 shares  

Matthew J. Sullivan

     9,439,745 shares        271,933 shares  

J. Christopher Teets

     9,118,419 shares        593,259 shares  

James W. Wert

     9,522,184 shares        189,494 shares  

There were 1,296,860 broker non-votes.

The shareholders also approved, on an advisory basis, the following resolution:

“RESOLVED, that the compensation paid to the named executive officers of Marlin Business Services Corp. (“Marlin”), as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion as disclosed in Marlin’s Proxy Statement for the 2017 Annual Meeting of Shareholders, is hereby approved.”

Such resolution was approved by a vote of 9,671,849 for, 22,379 against and 17,450 abstained. There were 1,296,860 broker non-votes.

The shareholders also voted, on an advisory basis, on the frequency with which the Registrant should hold an advisory vote on executive compensation. The voting results were as follows: 7,756,445 votes for “EVERY YEAR,” 100,672 votes for “EVERY TWO YEARS,” 1,832,751 votes for “EVERY THREE YEARS” and 21,810 abstained. There were no broker non-votes. The Board of Directors considered the outcome of this vote and determined to implement an annual advisory vote on the compensation of the Registrant’s named executive officers.

The shareholders also ratified the appointment and retention of Deloitte & Touche LLP as the Registrant’s independent auditor.

Such ratification was approved by a vote of 10,973,597 for, 32,129 against and 2,812 abstained. There were no broker non-votes.


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.

 

   

MARLIN BUSINESS SERVICES CORP.

(Registrant)

Date: May 19, 2017     /s/ Edward R. Dietz
    Edward R. Dietz
    Senior Vice President, General Counsel and Secretary