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- Director Election With 27.6% Opposition (new) — Maria Fiorini Ramirez received only 72.5% support, well below the 92-93% support for other directors in an uncontested election.
MCB stockholders elect four directors with mixed support, approve new stock purchase plan
Filed April 29, 2026 · Period ending April 29, 2026 · ~1 min read
Key Changes
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medium
Director Maria Fiorini Ramirez elected with 72.5% support (27.6% opposition), significantly below the 92-93% support for the other three directors; elevated opposition may warrant board review.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Stockholders approved new 2026 Employee Stock Purchase Plan with 98.7% support, enabling employees to purchase company stock as retention and incentive tool.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay approved with 95.7% support (8,372,960 for vs. 378,176 against), reflecting strong endorsement of 2025 executive compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Crowe LLP ratified as independent auditor for 2026 with 99.8% support; routine approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Metropolitan Bank Holding Corp. held its 2026 annual meeting on April 29, with 85.04% of outstanding shares represented (10,453,916 of 12,293,174 shares). While stockholders approved all proposals, one director election stands out: Maria Fiorini Ramirez received only 72.5% support (6,414,146 for vs. 2,440,437 withheld), representing 27.6% opposition.
This is significantly below the 92-93% support the other three directors received and is elevated for an uncontested election, potentially signaling stockholder concerns that the board should address. Stockholders also approved a new 2026 Employee Stock Purchase Plan with 98.7% support, a common retention tool that will allow employees to purchase company stock.
Executive compensation received strong endorsement with 95.7% approval on the say-on-pay vote, and the auditor ratification passed with 99.8% support. The divergent support levels—routine approval for most items but notable opposition to one director—suggest stockholders are generally satisfied with management and governance but have specific concerns about Ms. Ramirez's board service.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
MCB held its 2026 annual meeting; stockholders elected four directors, approved say-on-pay, ratified auditor, and approved a new ESPP.
Added in current filing · verify on EDGAR →
Name | Votes For | Votes Withheld | Broker Non-Votes Anthony J. Fabiano 8,189,478 | 665,105 | 1,599,333 Robert C. Patent 8,109,524 | 745,059 | 1,599,333 | Maria Fiorini Ramirez | 6,414,146 | 2,440,437 | 1,599,333 | William Reinhardt | 8,212,012 | 642,571 | 1,599,333
Stockholders elected all four director nominees to serve until the 2029 annual meeting. Support ranged from 72.5% to 92.5% of votes cast. Maria Fiorini Ramirez received the lowest support at 72.5% (6,414,146 for vs. 2,440,437 withheld), representing 27.6% opposition, which is elevated for an uncontested director election and may warrant board attention. The other three directors received 92.0% to 92.8% support.
Added in current filing · verify on EDGAR →
Votes For | Votes Against | Abstentions | Broker Non-Votes | 8,731,052 | 118,895 | 4,636 | 1,599,333
Stockholders approved the Metropolitan Bank Holding Corp. 2026 Employee Stock Purchase Plan with 98.7% support (8,731,052 for vs. 118,895 against). This new plan will allow employees to purchase company stock, a common retention and incentive tool.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Votes For | Votes Against | Abstentions | 10,437,951 | 15,442 | 523
Stockholders ratified the appointment of Crowe LLP as independent auditor for fiscal year 2026 with 99.8% support (10,437,951 for vs. 15,442 against). This is routine approval.
Added in current filing · verify on EDGAR →
As of the record date, there were 12,293,174 shares of the Company’s common stock, par value $0.01 per share (“Shares”), outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 10,453,916 Shares, or approximately 85.04% of the outstanding Shares entitled to vote, were represented in person or by proxy.
The annual meeting achieved a quorum with 85.04% of outstanding shares represented (10,453,916 of 12,293,174 shares). This strong turnout enabled all proposals to be voted on. The say-on-pay approval represents 68.1% of shares outstanding, the ESPP approval represents 71.0% of shares outstanding, and director support ranged from 52.2% to 66.8% of shares outstanding.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify