Skip to main content

Metropolitan Bank Holding Corp.

For the period ended May 28, 2025. Filed Apr 17, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2025 · Filed Apr 17, 2025

Use the contents to explore the available documents and sections.

MCB$95.47+0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

B-1 Appendix B: Equity Incentive Plan Amendment

​

Appendix B: Equity Incentive Plan Amendment

AMENDMENT TO THE AMENDED AND RESTATED

METROPOLITAN BANK HOLDING CORP.

2022 EQUITY INCENTIVE PLAN

April 11, 2025

WHEREAS, Metropolitan Bank Holding Corp. (the “Company”) established the Metropolitan Bank Holding Corp. Amended and Restated 2022 Equity Incentive Plan (the “2022 Plan”) to promote the long-term financial success of the Company and its Subsidiaries, including Metropolitan Commercial Bank, by providing a means to attract, retain and reward individuals who contribute to that success and to further align such individuals’ interests with those of the Company’s stockholders directly through the ownership of shares of Company Stock;

WHEREAS, there are currently 716,000 shares of Company Stock, as defined under the terms of the 2022 Plan, authorized for issuance under the 2022 Plan;

WHEREAS, the Company desires to amend the 2022 Plan to increase the number of shares authorized for issuance under the 2022 Plan by an additional 750,000 shares of Company Stock (the “Equity Incentive Plan Amendment”); and

WHEREAS, Section 6.1 of the 2022 Plan permits the Company’s Board of Directors to amend the 2022 Plan at any time, subject to approval by the Company’s stockholders, as applicable.

NOW THEREFORE, the 2022 Plan be, and it hereby is, amended as set forth below:

With the addition of the following in the Recitals section of the 2022 Plan:

​

WHEREAS, the Board of the Company has determined that it is advisable and in the best interests of the Company and its stockholders to increase the maximum number of shares of the Company’s common stock reserved for issuance under the 2022 Plan from 716,000 to 1,466,000 and to make certain other updates and conforming revisions (“Amendment No. 1”).

Section 3.2(a) of the 2022 Plan is hereby amended in its entirety and replaced as follows:

​

(a)Share Reserve. Subject to adjustment under the provisions of this Section 3.2 and Section 3.4, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be 1,466,000 shares of Stock, (i) less one (1) share for every one (1) share granted under the 2019 Equity Plan after March 15, 2022, and (ii) prior to the Effective Date of this Amendment No. 1, less one (1) share for every one (1) granted under the 2022 Plan prior to the Effective Date of Amendment No. 1. Subject to the limitations set forth in this Section 3.2, Awards under the Plan may be made in any combination of shares of Restricted Stock Awards, Restricted Stock Units or Stock Options in the discretion of the Committee. As of May 29, 2024, no further grants will be made under the 2019 Equity Plan.

In all other respects, the provisions of the 2022 Plan shall remain in full force and effect.

​

Capitalized terms used but not otherwise defined in this Equity Incentive Plan Amendment shall have the meanings ascribed to them in the 2022 Plan.

​

Metropolitan Bank Holding Corp. | 2025 Proxy Statement B-1

01 - Dale C. Fredston- for a 3-year term04 - Chaya Pamula- for a 3-year term02 - David J. Gold- for a 3-year term03 - Terence J. Mitchell- for a 3-year term1 U P XFor Withhold For Withhold For WithholdProposals — The B A oard of Directors recommends a vote FOR all director nominees and FOR Proposals 2, 3 and 4.043NNF2. Non-binding Advisory Vote on Named ExecutiveOfficer Compensation for 2024.3. Ratification of Appointment of Crowe LLP as IndependentRegistered Public Accounting Firm for the Fiscal Year EndingDecember 31, 2025.1. Election of Directors:For Against Abstain For Against AbstainPlease sign exactly as your name(s) appears on this proxy card. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian,please indicate full title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.Annual Meeting Proxy CardUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.4. Vote to Approve the Amendment to the Metropolitan BankHolding Corp. Amended and Restated 2022 EquityIncentive Plan.For Against AbstainYou may vote online or by phone instead of mailing this card.OnlineGo to www.investorvote.com/MCBor scan the QR code — login details arelocated in the shaded bar below.Your vote matters – here’s how to vote!Save paper, time and money!Sign up for electronic delivery atwww.investorvote.com/MCBPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and Canada​

Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.investorvote.com/MCBNotice of 2025 Annual Meeting of StockholdersProxy Solicited by the Board of Directors of the Company for the Annual Meeting — May 28, 2025David Gold, Terence Mitchell, and Robert Patent, or any of them, each with full power of substitution, are hereby authorized to represent and vote the sharesof the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders ofthe Company to be held on May 28, 2025 or at any postponement or adjournment thereof.This proxy is revocable and will be voted as directed by the stockholder. If no such directions are indicated, this proxy, properly signed and dated, will bevoted FOR the four nominees for director and FOR items 2, 3 and 4.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE AND “FOR” PROPOSALS 2, 3 AND 4.(Items to be voted appear on reverse side)Proxy — Metropolitan Bank Holding Corp. (the “Company”)C Non-Voting Items IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Meeting AttendanceMark box to the right ifyou plan to attend theAnnual Meeting.Change of Address — Please print new address below.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The 2025 Notice and Proxy Statement and 2024 Annual Report to Stockholders are available at: www.edocumentview.com/MCB.Metropolitan Bank Holding Corp 2025 Annual Meeting of StockholdersThe 2025 Annual Meeting of Stockholders will be held virtually via the internet at https://meetnow.global/M2XRACHon Wednesday, May 28, 2025 at 9:00 a.m. ET.To access the virtual meeting, you must have the information that is printed in the shaded barlocated on the reverse side of this form.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.