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 and annual report are available electronically, with printed copies upon request.

Voting matters and shareholder proposals

• Election of five directors: three Class I and two Class III, each for a one-year term expiring at the 2027 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of future Say-on-Pay votes (Board recommends annual).

• Amendments to remove supermajority voting requirements and to allow shareholders with 25% ownership to call special meetings.

• Shareholder proposal to lower the threshold for calling special meetings to 10% ownership, which the Board recommends voting against.

Board of directors and corporate governance

• Board consists of seven members, with a phased declassification to be completed by 2027.

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

• Board committees (Audit, Compensation, Nominating and Governance) are fully independent and meet regularly.

• Lead independent director role established; periodic board and committee self-evaluations are conducted.

• Corporate Governance Guidelines and Code of Ethics are in place and publicly available.