UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 16, 2025, Medpace Holdings, Inc. (the Company) held its 2025 Annual Meeting of Stockholders (the Annual Meeting). As further discussed below, at the Annual Meeting, the stockholders of the Company approved the Company’s 2016 Amended and Restated Incentive Award Plan (the Amended 2016 Plan). The Company’s Board of Directors had previously approved and adopted the Amended 2016 Plan, subject to stockholder approval. The Amended 2016 Plan did not increase the number of shares of the Company’s common stock authorized for issuance pursuant to the 2016 Incentive Award Plan (the Prior Plan). The main change from the Prior Plan was the extension of the expiration date to February 6, 2035.
For a description of the Amended 2016 Plan, see the Company’s Definitive Proxy Statement on Schedule 14A (File No. 000-37856), filed with the Securities and Exchange Commission on April 2, 2025. A copy of the Amended 2016 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 16, 2025, the Company held the 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 III Directors until the Company’s 2026 Annual Meeting of Stockholders based upon the following votes:
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| August J. Troendle |
21,156,998 | 5,128,383 | 1,533,208 | |||||||||
| Dani S. Zander |
25,858,694 | 426,687 | 1,533,208 | |||||||||
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, 2025 was ratified based upon the following votes:
| Votes |
Votes |
Votes |
Broker | |||
| 27,200,285 | 600,429 | 17,875 | — |
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 | |||
| 24,918,234 | 1,340,033 | 27,114 | 1,533,208 |
Proposal 4 —Approval of the Company’s 2016 Amended and Restated Incentive Award Plan
The proposal to approve the Company’s 2016 Amended and Restated Incentive Award Plan was approved based upon the following votes:
| Votes |
Votes |
Votes |
Broker | |||
| 25,567,981 | 702,406 | 14,994 | 1,533,208 |
Proposal 5 — Advisory Vote on Stockholder Proposal
The non-binding advisory stockholder proposal regarding simple majority voting was approved based upon the following votes:
| Votes |
Votes |
Votes |
Broker | |||
| 18,210,462 | 8,021,457 | 53,462 | 1,533,208 |
| (c) | Not applicable. |
| (d) | Not applicable. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 10.1 | Medpace Holdings, Inc. 2016 Amended and Restated Incentive Award Plan | |
| 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 16, 2025 |
By: | /s/ Stephen P. Ewald | |||||
| Name: | Stephen P. Ewald | |||||||
| Title: | General Counsel and Corporate Secretary | |||||||