UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): April 2, 2021
METROPOLITAN BANK HOLDING CORP.
(Exact name of the registrant as specified in its charter)
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New York
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001-38282
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13-4042724
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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99 Park Avenue
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New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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(212) 659-0600
(Registrant’s telephone number)
N/A
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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MCB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 2, 2021, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Metropolitan
Commercial Bank (the “Bank”) approved the Metropolitan Commercial Bank Amended and Restated Executive Annual Incentive Compensation Plan (the “Annual Incentive Plan”). The Annual Incentive Plan is intended to optimize the profitability and growth of
Metropolitan Bank Holding Corp. (the “Company”) and the Bank through incentives consistent with the Bank’s goals by providing annual bonuses to key management personnel for
their contributions to achieving strategic organizational objectives of the Company and the Bank. The amount of a bonus will be based on a percentage of a participant’s base salary. The Compensation Committee will calculate the amount of the
award, which can be paid in cash, common stock of the Company or in a combination of cash and common stock of the Company. The Annual Incentive Plan is effective as of April 1, 2021 and it supersedes and replaces the Executive Annual
Incentive Plan in its entirety.
The preceding summary of the Annual Incentive Plan is qualified in its entirety by reference to the full text of such plan, a copy of which
is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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.
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METROPOLITAN BANK HOLDING CORP.
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Dated: April 6, 2021
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By:
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/s/ Gregory A. Sigrist
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Gregory A. Sigrist
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Executive Vice President and Chief Financial Officer
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