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) April 20, 2020

 

 

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

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:

 

☐

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 (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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $.01 par value   MRLN   NASDAQ Global Select Market

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 20, 2020, the Board of Directors (the “Board”) of Marlin Business Services Corp. (the “Corporation”) approved an Amendment (the “Bylaw Amendment”) to the Amended and Restated Bylaws of the Corporation. The Board approved the Bylaw Amendment in light of the novel coronavirus pandemic to expressly permit shareholder meetings and Board meetings to be held by means of remote communication in the form of electronic technology as permitted by the Pennsylvania Business Corporation Law of 1988, as amended.

The summary of Bylaw Amendment above is qualified in its entirety by the Bylaw Amendment filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

3.1    Amendment to the Amended and Restated Bylaws, effective as of April 20, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MARLIN BUSINESS SERVICES CORP.
Date: April 24, 2020     By:   /s/ Ryan Melcher
   

Name:

  Ryan Melcher
   

Title:

  Senior Vice President & General Counsel

Exhibit 3.1

Marlin Business Services Corp.

Amendment to the Amended and Restated Bylaws

Effective as of April 20, 2020

The Amended and Restated Bylaws, effective as of October 20, 2016 (the “Bylaws”), of Marlin Business Services Corp., a Pennsylvania corporation (the “Corporation”), are hereby amended as follows:

 

  1.

Article II, Section 2-1 is hereby amended to read in its entirety as follows:

ARTICLE II—MEETINGS OF SHAREHOLDERS

Section 2-1. Place of Meetings of Shareholders. Meetings of shareholders shall be held at the executive office of the Corporation or such other geographic location within or without the Commonwealth of Pennsylvania as may be fixed by the Board of Directors, or, if so determined by the Board of Directors, by means of the internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the Directors, make appropriate motions and comment on the business of the meeting.

 

  2.

Article II, Section 2-11 is hereby amended to read in its entirety as follows:

Section 2-11. Participation in Meetings by Conference Telephone or Other Electronic Technology. Unless determined to the contrary by the Board of Directors in advance of a particular meeting with respect to that meeting, any person who is otherwise entitled to participate in any meeting of the shareholders may by such person’s presence or participation by means of conference telephone or other electronic technology including, without limitation, the internet, be counted for the purposes of determining a quorum and exercise all rights and privileges to which such person might be entitled were such person personally in attendance, including the right to vote and take other action.

 

  3.

Article III, Section 3-5 is hereby amended to read in its entirety as follows:

Section 3-5. Participation in Meetings by Conference Telephone or Other Electronic Technology. Any Director may participate in any meeting of the Board of Directors or of any committee (provided such Director is otherwise entitled to participate), be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which such Director might be entitled were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or other electronic technology including, without limitation, the internet, by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

Except to the extent amended hereby, all of the terms, provisions and conditions set forth in the Bylaws are hereby ratified and confirmed and shall remain in full force and effect. The Bylaws and this Amendment shall be read and construed together as a single instrument.