Medpace (MEDP) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2026, with shareholders able to vote and submit questions online.

• Shareholders of record as of March 19, 2026, are entitled to vote on all matters presented.

• The proxy statement details proposals, board recommendations, executive compensation, governance, and related party transactions.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Deloitte & Touche LLP as auditor, advisory votes on executive compensation and its frequency, amendments to remove supermajority voting and allow shareholders to call special meetings, and a shareholder proposal to lower the threshold for calling special meetings.

• The board recommends voting for all management proposals except the shareholder proposal, which it recommends voting against.

• The board supports a 25% ownership threshold for calling special meetings, while the shareholder proposal seeks a 10% threshold.

Board of directors and corporate governance

• The board consists of seven members, with a mix of independent and non-independent directors.

• Directors are being transitioned to annual elections, with full declassification by 2027.

• All directors except the CEO are independent under NASDAQ rules.

• The board has Audit, Compensation, and Nominating and Governance Committees, all composed of independent directors.

• The board conducts periodic self-evaluations and maintains a code of ethics.