Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders of Marlin Business Services Corp.
(the "Company") held on Wednesday, June 2, 2021, at 9:00 a.m., Eastern time (the
"2021 Annual Meeting"), shareholders holding 11,119,520 shares of the Company's
common stock, par value $0.01 per share, were present, individually or by proxy,
representing approximately 92.6% of the 12,013,245 shares of the Company's
common stock that were issued and outstanding as of April 15, 2021, the record
date for the 2021 Annual Meeting.
At the 2021 Annual Meeting, the Company's shareholders (i) elected Messrs. John
J. Calamari, Lawrence J. DeAngelo, Scott A. Heimes, Jeffrey A. Hilzinger,
Matthew J. Sullivan, J. Christopher Teets and James W. Wert, as directors, each
to serve until the Company's 2022 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualified, or until their earlier
death, retirement or resignation (the "Director Election Proposal"), (ii)
approved, on an advisory basis, the compensation paid to the Company's named
executive officers as disclosed pursuant to Item 402 of Regulation S-K (the "Say
on Pay Proposal"), (iii) approved an amendment to the Corporation's 2019 Equity
Compensation Plan to increase the number of shares of common stock authorized
for issuance thereunder by 750,000 shares (the "Equity Compensation Plan
Proposal") and (iv) ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2021 (the "Ratification of Auditors Proposal").
Votes cast at the 2021 Annual Meeting were as follows:
PROPOSAL #1: DIRECTOR ELECTION PROPOSAL
For Withheld
John J. Calamari 8,142,764 1,441,289
Lawrence J. DeAngelo 6,754,334 2,829,719
Scott A. Heimes 9,239,660 344,393
Jeffrey A. Hilzinger 9,202,361 381,692
Matthew J. Sullivan 8,135,726 1,448,327
J. Christopher Teets 9,049,293 534,760
James W. Wert 8,103,862 1,480,191
There were 1,535,467 broker non-votes with respect to Proposal #1.
PROPOSAL #2: SAY ON PAY PROPOSAL
For Against Abstain Broker Non-Votes
9,285,395 291,020 7,638 1,535,467
PROPOSAL #3: EQUITY COMPENSATION PLAN PROPOSAL
For Against Abstain Broker Non-Votes
9,437,879 140,468 5,706 1,535,467
PROPOSAL #4: RATIFICATION OF AUDITORS PROPOSAL
For Against Abstain
11,112,641 4,792 2,087
There were no broker non-votes with respect to Proposal #4.
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