Medpace Holdings, Inc. 8-K

What Happened

• Medpace Holdings, Inc. (MEDP) filed an 8-K on May 19, 2026 reporting results of its May 15, 2026 Annual Meeting. Stockholders approved amendments to the company’s Restated Certificate of Incorporation to remove supermajority voting requirements and to remove the restriction on stockholders calling special meetings. The company filed a certificate of amendment and a Restated Certificate of Incorporation with the Delaware Secretary of State on May 18, 2026, which became effective upon filing.
• The Board also approved bylaw changes that give one or more stockholders (as a group) owning at least 25% of the voting power the right to call a special meeting, subject to notice, information and a requirement that those holders have continuously owned at least 25% for one year. The Board confirmed that advisory votes on executive compensation will be held annually.

Key Details

• Annual Meeting date: May 15, 2026; 8-K filed May 19, 2026; certificate of amendment filed May 18, 2026.
• Charter amendment to remove supermajority voting: Approved 24,311,938 For / 95,085 Against / 15,205 Abstain (1,545,538 broker non-votes).
• Charter amendment to remove limit on stockholder-called special meetings: Approved 22,596,141 For / 322,485 Against / 1,503,602 Abstain (1,545,538 broker non-votes).
• Bylaw condition: stockholders (as a group) must hold at least 25% of voting power and have continuously held it for one year to request a special meeting.
• Other votes: All director nominees were elected; Deloitte & Touche LLP was ratified as auditor; advisory executive compensation vote approved (22,656,335 For), and shareholders selected an annual frequency for future advisory pay votes (23,989,262 For one year).

Why It Matters

• These actions change Medpace’s governance framework by removing supermajority voting barriers and restoring a pathway for sizeable shareholders to call special meetings. That makes certain corporate actions easier to pass and provides a formal mechanism for large holders to request meetings—while preserving a relatively high 25% ownership and one-year holding requirement.
• For investors, the changes affect shareholder rights and how governance disputes or strategic initiatives could be brought before shareholders. The annual advisory vote on executive pay also establishes more frequent shareholder feedback on compensation.