MDC Partners Inc.
06/23/2021 | Press release | Distributed by Public on 06/23/2021 07:10
Submission of Matters to a Vote of Security Holders (Form 8-K)
| Submission of Matters to a Vote of Security Holders. |
Annual Meeting of Shareholders
On June 22, 2021, MDC Partners Inc. (the 'Company') held its annual meeting of shareholders (the 'Annual Meeting'). Shareholders considered three resolutions as described in the Company's proxy statement filed on May 10, 2021. The final results of the voting on each matter submitted to shareholders at the Annual Meeting are set forth below.
Resolution 1 - Election of Directors. The shareholders elected the nominees for director by the vote shown below.
| Nominee | Votes 'For' | Votes 'Withheld' | Broker Non-Votes |
| Mark J. Penn | 47,037,344 | 500,940 | 3,255,757 |
| Charlene Barshefsky | 47,036,863 | 501,421 | 3,255,757 |
| Asha Daniere | 47,035,028 | 503,256 | 3,255,757 |
| Bradley J. Gross | 47,050,428 | 487,856 | 3,255,757 |
| Wade Oosterman | 44,633,891 | 2,904,393 | 3,255,757 |
| Desirée Rogers | 47,012,807 | 525,477 | 3,255,757 |
| Irwin D. Simon | 45,114,478 | 2,423,806 | 3,255,757 |
Resolution 2 - Executive Compensation. The shareholders approved the non-binding advisory resolution on the Company's executive compensation by the vote shown below.
| Votes 'For' | Votes 'Against' | Broker Non-Votes |
| 45,966,840 | 1,571,444 | 3,255,757 |
Resolution 3 - Appointment of Auditors. The shareholders approved the management's nomination of BDO USA, LLP to act as auditors of the Company and to authorize the Audit Committee to fix their remuneration by the vote shown below.
| Votes 'For' | Votes 'Withheld' |
| 50,708,645 | 85,396 |
Special Meeting of Shareholders
On June 22, 2021, the Company also convened a special meeting of shareholders (the 'Special Meeting'). The Special Meeting was immediately adjourned until July 19, 2021 without the consideration of any other business in order to provide time for the Special Committee of the Company's Board of Directors, working with its independent financial and legal advisors, to evaluate the revised offer made by Stagwell Media LP ('Stagwell') on June 12, 2021, which proposed certain amendments to the transaction agreement entered into on December 21, 2020 (the 'Transaction Agreement'). There can be no assurance that the revised Stagwell offer will result in amendments to the Transaction Agreement or that the transaction will be consummated on the terms set forth in the revised Stagwell offer. In order to effect the adjournment, the chair of the Special Meeting moved an adjournment resolution, and the final results of the voting on the adjournment are set forth below.
Resolution 1 - Adjournment. The shareholders approved the resolution to adjourn the Special Meeting to July 19, 2021 at 11:00 a.m. ET by the vote shown below.
| Votes 'For' | Votes 'Against' |
| 36,613,957 | 0 |