Medpace shareholders approve charter amendments removing supermajority voting and special meeting restrictions

Medpace Holdings, Inc.

Shareholders approved removal of supermajority voting requirements (24.3M for, 95k against); effective May 18, 2026.
Approved removal of limitation on stockholders calling special meetings; new bylaws require 25% continuous ownership for one year.
Non-binding stockholder proposal on special meetings defeated (8.3M for, 16.1M against); board recommended against.
Advisory say-on-pay passed (22.7M for, 1.7M against); frequency set to annual, consistent with board recommendation.
All five director nominees elected; Deloitte & Touche ratified as auditor for fiscal 2026.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Medpace Holdings, Inc.: Removed supermajority voting requirements and limitation on stockholders calling special meetings via amendments to the Restated Certificate of Incorporation (effective 2026-05-18).

Change: charter amendment
Effective: 2026-05-18

Exact text from the filing

(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.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Medpace Holdings, Inc.: Amended Second Amended and Restated Bylaws to remove limitation on stockholders calling special meetings, allow owners of 25% voting power to call a special meeting, and implement conforming changes.

Change: bylaw amendment

Exact text from the filing

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

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Medpace Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-230425

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