SEC Form 8-K filed by Medpace Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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 16, 2025

MEDPACE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

5375 Medpace Way

Cincinnati, Ohio 45227

(Address of Principal Executive Offices, and Zip Code)

(513) 579-9911

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

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.

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:

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:

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:

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:

Proposal 5 — Advisory Vote on Stockholder Proposal

The non-binding advisory stockholder proposal regarding simple majority voting was approved based upon the following votes:

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.