UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Medpace Holdings, Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on May 17, 2024 (the “2024 Annual Meeting”), stockholders approved an amendment (“Amendment”) to the Amended and Restated Certificate of Incorporation to begin phasing out the Company’s classified Board of Directors (the “Board”) so that directors up for election at and after the 2025 Annual Meeting of Stockholders will be elected annually. The Amendment became effective immediately upon the filing of a certificate of amendment setting forth the same with the Secretary of State of the State of Delaware on May 17, 2024. Following the filing of this certificate of amendment, the Company filed a new Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 17, 2024, which became effective upon filing.
In connection with the Amendment, the Board approved amendments to the Company’s Amended and Restated Bylaws to eliminate the requirement set forth in Article II, Section 2.02 that the Board be divided into three classes of directors (the “Bylaw Amendments”).
The foregoing summaries of the Amendment and the Bylaw Amendments are qualified in their entirety by reference to the full text of the Restated Certificate of Incorporation and the Second Amended and Restated Bylaws, as set forth in Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 17, 2024, the Company held the 2024 Annual Meeting. |
| (b) | Stockholders voted on the matters set forth below. |
Proposal 1 — Election of Directors
The following nominees were elected to the Company’s Board of Directors to serve as Class II Directors until the Company’s 2027 Annual Meeting of Stockholders based upon the following votes:
| Votes For |
Votes Withheld |
Broker Non-Votes | ||||
| Fred B. Davenport, Jr. |
16,532,146 | 10,556,096 | 1,646,311 | |||
| Cornelius P. McCarthy III |
18,826,983 | 8,261,259 | 1,646,311 |
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based upon the following votes:
| Votes |
Votes |
Votes |
Broker | |||
| 27,926,739 |
800,797 | 7,017 | — |
Proposal 3 — Advisory Vote on the Compensation of our Named Executive Officers
The proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers was approved based upon the following votes:
| Votes |
Votes |
Votes |
Broker | |||
| 26,373,187 | 701,630 | 13,425 | 1,646,311 |
Proposal 4 — Amendment to the Company’s Amended and Restated Certificate of Incorporation to begin phasing out the Company’s classified Board of Directors so that directors up for election at and after the 2025 Annual Meeting of Stockholders will be elected annually.
The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to begin phasing out the Company’s classified Board of Directors so that directors up for election at and after the 2025 Annual Meeting of Stockholders will be elected annually was approved based upon the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 27,081,976 | 4,407 | 1,859 | 1,646,311 |
| (c) | Not applicable. |
| (d) | Not applicable. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. |
Description | |
| 3.1 | Restated Certificate of Incorporation | |
| 3.2 | Second Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
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.
| MEDPACE HOLDINGS, INC. | ||||||
| Date: May 21, 2024 | By: | /s/ Stephen P. Ewald | ||||
| Name: | Stephen P. Ewald | |||||
| Title: | General Counsel and Corporate Secretary | |||||