0001144204-16-106276.txt : 20160601 0001144204-16-106276.hdr.sgml : 20160601 20160601163218 ACCESSION NUMBER: 0001144204-16-106276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160601 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC PARTNERS INC CENTRAL INDEX KEY: 0000876883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 980364441 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 161689634 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 646 429 1800 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORP INC DATE OF NAME CHANGE: 20001204 FORMER COMPANY: FORMER CONFORMED NAME: MDC COMMUNICATIONS CORP DATE OF NAME CHANGE: 19961028 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORPORATION DATE OF NAME CHANGE: 19950419 8-K 1 v441395_8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported) — June 1, 2016 (June 1, 2016)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

Canada
(Jurisdiction of Incorporation)

001-13718

(Commission File Number)

98-0364441
(IRS Employer Identification No.)

745 Fifth Ave, New York, NY 10151
(Address of principal executive offices and zip code)

(646) 429-1800
(Registrant’s Telephone Number)

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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with a limited restructuring of the Company’s corporate department, the Company and Andre Coste (Chief Operating Officer) entered into a Separation and Release Agreement, with an effective employment termination date of June 15, 2016.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of MDC Partners Inc. was held on June 1, 2016, in New York, New York, at which time the matters described below were submitted to a vote of the Company’s shareholders.

	For	Against	Withheld	Non-Votes
1. To elect the following persons as directors of the Company, to serve until the next annual meeting of shareholders or until his or her successor is duly elected or appointed, unless his office is earlier vacated in accordance with the by-laws of the Company:
Scott L. Kauffman	44,578,373	-	358,541	6,828,749
Clare Copeland	42,875,525	-	2,061,389	6,828,749
Larry Kramer	43,725,482	-	1,211,432	6,828,749
Anne Marie O’Donovan	44,219,364	-	717,550	6,828,749
Irwin D. Simon	44,219,364	-	717,550	6,828,749

2. To appoint BDO USA LLP as the Company’s auditors for 2016	46,786,092	-	389,861	4,589,710

3. To approve the Company’s proposed 2016 Stock Incentive Plan	40,943,565	2,693,349	-	8,128,749

4. To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers pursuant to SEC rules	43,905,043	1,031,871	-	6,828,749

For more information about the matters voted on at the Shareholders’ Meeting, see the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 22, 2016.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.


Date: June 1, 2016	MDC Partners Inc.

	By:	/s/ Mitchell Gendel Mitchell Gendel General Counsel & Corporate Secretary