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”) 2026 Annual Meeting of Stockholders held on May 15, 2026 (the “2026 Annual Meeting”), stockholders approved separate amendments (the “Amendments”) to the Restated Certificate of Incorporation of the Company, each as described in the Company’s proxy materials related to the 2026 Annual Meeting, (i) to remove supermajority voting requirements and (ii) to remove the limitation on stockholders calling special meetings of stockholders. The Amendments 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 18, 2026. Following the filing of this certificate of amendment, the Company filed a Restated Certificate of Incorporation of the Company integrating the same with the Secretary of State of the State of Delaware on May 18, 2026, which became effective upon filing.
In connection with the Amendments, the Board approved amendments to the Second Amended and Restated Bylaws of the Company to remove the limitation on stockholders calling special meetings of stockholders, to provide one or more stockholders as a group owning at least 25% of the voting power of the Company’s outstanding shares the right to call a special meeting, and to implement other conforming and clarifying changes (the “Bylaw Amendments”). The right of stockholders to request that the Company call special meetings is also subject to notice, information, and other requirements and limitations set forth in the Third Amended and Restated Bylaws of the Company, including a requirement that the requesting stockholders must have continuously owned at least 25% of the voting power of our outstanding shares for one year.
The foregoing summaries of the Amendments and the Bylaw Amendments are qualified in their entirety by reference to the full text of the Restated Certificate of Incorporation and the Third 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 15, 2026, the Company held its 2026 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 Directors until the Company’s 2027 Annual Meeting of Stockholders based upon the following votes:
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Brian T. Carley (Class I) |
22,251,529 | 2,170,699 | 1,545,538 | |||||||||
| Femida H. Gwadry-Sridhar (Class I) |
23,736,619 | 685,609 | 1,545,538 | |||||||||
| Robert O. Kraft (Class I) |
22,148,880 | 2,273,348 | 1,545,538 | |||||||||
| August J. Troendle (Class III) |
23,900,589 | 521,639 | 1,545,538 | |||||||||
| Dani S. Zander (Class III) |
23,721,072 | 701,156 | 1,545,538 | |||||||||
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, 2026 was ratified based upon the following votes:
| Votes |
Votes |
Votes |
Broker | |||
| 25,269,569 | 675,125 | 23,072 | — |
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 | |||
| 22,656,335 | 1,737,558 | 28,335 | 1,545,538 |
Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers
The proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers received the following votes:
| Votes For One Year |
Votes For Two Years |
Votes For Three Years |
Votes Abstained | |||
| 23,989,262 | 12,741 | 402,376 | 17,849 |
Proposal 5 — Amendment to the Company’s Certificate of Incorporation to Remove Supermajority Voting Requirements.
The proposal to amend the Company’s Certificate of Incorporation to remove supermajority voting requirements was approved based upon the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 24,311,938 | 95,085 | 15,205 | 1,545,538 |
Proposal 6 — Amendment to the Company’s Certificate of Incorporation to Remove the Limitation on Stockholders Calling Special Meetings of Stockholders.
The proposal to amend the Company’s Certificate of Incorporation to remove the limitation on stockholders calling special meetings of stockholders was approved based upon the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 22,596,141 | 322,485 | 1,503,602 | 1,545,538 |
Proposal 7 — Advisory Vote on Stockholder Proposal
The non-binding advisory stockholder proposal regarding giving shareholders an ability to call for a special shareholder meeting received the following votes:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 8,306,071 |
16,081,493 | 34,664 | 1,545,538 |
(c) Not applicable.
(d) Based upon the results set forth in item (b) (Proposal 4) above, and consistent with the Board’s recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. |
Description | |
| 3.1 | Restated Certificate of Incorporation | |
| 3.2 | Third 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 19, 2026 | By: | /s/ Stephen P. Ewald | ||||
| Name: | Stephen P. Ewald | |||||
| Title: | General Counsel and Corporate Secretary | |||||