UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2023
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: 513 579-9911
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 19, 2023, Medpace Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders.
(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 I Directors until the Company’s 2026 Annual Meeting of Stockholders based upon the following votes:
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||
| Brian T. Carley | 15,744,076 | 12,066,720 | 1,172,784 | ||||||||||||||
| Femida H. Gwadry-Sridhar | 27,027,873 | 782,923 | 1,172,784 | ||||||||||||||
| Robert O. Kraft | 15,166,913 | 12,643,883 | 1,172,784 | ||||||||||||||
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, 2023 was ratified based upon the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 28,343,821 | 630,701 | 9,058 | 0 | |||||||||||||||||
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 For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 26,073,214 | 1,715,903 | 21,679 | 1,172,784 | |||||||||||||||||
(c) Not applicable.
(d) Not applicable.
SIGNATURES
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, 2023 | By: | /s/ Stephen P. Ewald | ||||||||
| Name: | Stephen P. Ewald | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||