Item 5.07. Submission of Matters to a Vote of Security Holders.
OnSeptember 14, 2022 ,StepStone Group Inc. , aDelaware corporation (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") for the purposes of (i) electing the Class II directors named in the Company's 2022 Proxy Statement (the "Proxy Statement"), (ii) ratifying the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingMarch 31, 2023 ; and (iii) conducting a non-binding and advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers ("Say-on-Frequency"). As of the record date ofJuly 19, 2022 , there were 61,399,082 shares of the Company's Class A common stock, par value$0.001 per share ("Class A Common Stock"), and 46,891,897 shares of the Company's Class B common stock, par value$0.001 per share ("Class B Common Stock"), outstanding. Stockholders were entitled to one vote per share of Class A Common Stock held and five votes per share of Class B Common Stock held on the matters presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting. Of the total 295,858,567 votes eligible to be cast at the Annual Meeting, shares entitled to cast 291,574,782 votes were represented. The final results of the stockholder vote are set forth below.
Proposal 1 - Election of Directors
The Company's stockholders elected each of the Class II nominees for director named in the Proxy Statement, each to serve for a three-year term to expire at the Company's 2025 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, removal, retirement or disqualification. The following four Class II directors were elected by the votes shown below. FOR WITHHELD BROKER NON-VOTES Jose A. Fernandez 275,076,089 14,915,734 1,582,957 Thomas Keck 270,829,217 19,162,606 1,582,957 Michael I. McCabe 272,379,460 17,612,364 1,582,957 Steven R. Mitchell 270,484,691 19,507,133 1,582,957
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of
FOR AGAINST ABSTAIN 290,680,890 861,688 32,203 Proposal 3 - Say-on-Frequency
The Company's stockholders indicated a preference that future non-binding, advisory votes to approve the compensation of the Company's named executive officers occur every year. The Say-on-Frequency preference was indicated by the votes shown below.
1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES 289,900,340 14,921 4,264 72,299 1,582,957 The Company has decided, going forward, to include a non-binding, advisory stockholder vote to approve the compensation of the Company's named executive officers every year, consistent with the Board's recommendation to stockholders and the Say-on-Frequency vote.
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