StepStone (STEP) Approves Exculpation Amendment; Directors Re-Elected

StepStone Group Inc. held its 2025 Annual Meeting on September 9, 2025.

Rhea-AI Filing Summary

StepStone Group Inc. held its 2025 Annual Meeting on September 9, 2025. Stockholders elected nine director nominees to one-year terms and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. Shareholders approved, on a non-binding advisory basis, the company’s named executive officer compensation (Say-on-Pay). They also approved an Exculpation Amendment to the Amended and Restated Certificate of Incorporation to limit the liability of certain officers under Delaware law; a Certificate of Amendment reflecting that change was filed with Delaware on September 10, 2025 and became effective upon filing. Stockholders also approved certain Clean-Up Amendments (technical and conforming changes) that the company intends to file with Delaware on September 18, 2025. As of the July 15, 2024 record date there were 78,552,912 shares of Class A and 39,504,186 shares of Class B common stock outstanding, with 268,858,771 votes represented at the meeting out of 276,073,842 votes eligible.

Positive

• All nine director nominees were elected, maintaining board continuity
• Ernst & Young LLP was ratified as independent registered public accounting firm for FY2026
• Shareholders approved the Exculpation Amendment and Clean-Up Amendments, and the Exculpation Amendment was filed and became effective on Sept 10, 2025
• High meeting participation: 268,858,771 votes represented out of 276,073,842 eligible

Negative

• Exculpation Amendment limits liability of certain officers as permitted by Delaware law (charter change affecting officer accountability)
• The filing omits detailed vote tallies for each proposal in the text provided, so specific vote margins are not available here

Insights

Financial Analyst

TL;DR: Routine corporate governance actions completed; audit ratified and directors re-elected, with shareholder approval for governance amendments.

The filing records standard annual meeting outcomes: full slate director elections, ratification of the external auditor for FY2026, and a non-binding advisory approval of executive compensation. These are routine, governance-related events that maintain continuity in leadership and external oversight. The Exculpation Amendment and subsequent Delaware filing are legally material corporate-structure changes but the filing provides no financial statement impact or vote tallies to assess investor reaction.

Corporate Governance Expert

TL;DR: Shareholders approved amendments affecting officer liability and housekeeping changes; procedural filings completed as stated.

Shareholder approval of the Exculpation Amendment to limit certain officer liability reflects a change to charter-level governance provisions and was formally filed with Delaware. The Clean-Up Amendments were also approved and are scheduled for formal filing. The report discloses voting participation and outstanding share counts but does not include detailed vote breakdowns for each proposal in the text provided. No departures, contested elections, or auditor changes were reported.

8-K Event Classification

3 items: 3.03, 5.03, 5.07

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did StepStone Group (STEP) stockholders approve at the 2025 Annual Meeting?

Stockholders approved election of nine directors, ratified Ernst & Young LLP as auditor for the fiscal year ending March 31, 2026, approved Say-on-Pay (non-binding), approved the Exculpation Amendment, and approved Clean-Up Amendments.

What is the Exculpation Amendment approved by STEP shareholders?

The Exculpation Amendment amends the company’s Certificate of Incorporation to limit the liability of certain officers as permitted under Delaware law; the Certificate of Amendment was filed and became effective on September 10, 2025.

Were the Clean-Up Amendments for StepStone filed with Delaware?

Shareholders approved the Clean-Up Amendments on September 9, 2025; the company intends to file a Certificate of Amendment setting them forth with the Delaware Secretary of State on September 18, 2025.

How many votes were represented at StepStone’s 2025 Annual Meeting?

Of 276,073,842 votes eligible, 268,858,771 votes were represented at the meeting.

How many shares of StepStone common stock were outstanding as of the record date?

As of the July 15, 2024 record date, there were 78,552,912 shares of Class A common stock and 39,504,186 shares of Class B common stock outstanding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/11/2025 - 09:00 AM EDT Learn about SEC filing dates

0001796022--03-31false00017960222025-09-092025-09-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 9, 2025

Date of Report (date of earliest event reported)

STEPSTONE GROUP INC.

(Exact name of registrant as specified in charter)

Delaware			001-39510						84-3868757
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)
277 Park Avenue, 45th Floor			New York,			NY			10172
(Address of Principal Executive Offices)									(Zip Code)

(212) 351-6100

Registrant's telephone number, including area code

(Former name or former address, if changed since last report.)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, par value $0.001 per share			STEP			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 9, 2025, as described below, upon the recommendation of the Board of Directors (the “Board”) of StepStone Group Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers as permitted by Delaware law (the “Exculpation Amendment”). The details of the Exculpation Amendment were disclosed in the Company’s definitive proxy statement (the “Proxy Statement”) for its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), filed with the Securities and Exchange Commission on July 25, 2025, which description is incorporated herein by reference.

As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on September 10, 2025, which became effective upon filing.

The foregoing description of the Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

On September 9, 2025, as described below, upon the recommendation of the Board, the Company’s stockholders also approved amendments to the Certificate of Incorporation to remove obsolete provisions and make certain other clarifying, technical and conforming changes (the “Clean-Up Amendments”), the details of which were disclosed in the Proxy Statement, which description is incorporated herein by reference. The Company intends to file a Certificate of Amendment to the Certificate of Incorporation setting forth the Clean-Up Amendments with the Secretary of State of the State of Delaware on September 18, 2025 and will disclose such fact in a separate Current Report on Form 8-K following the filing of the applicable Certificate of Amendment.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 9, 2025, the Company held its 2025 Annual Meeting for the purposes of (i) electing nine director nominees named in the Proxy Statement to serve for a one-year term; (ii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026; (iii) approving, on a non-binding and advisory basis, the compensation of our named executive officers (“Say-on-Pay”); (iv) approving the Exculpation Amendment; and (v) approving the Clean-Up Amendments. As of the record date of July 15, 2024, there were 78,552,912 shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), and 39,504,186 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 276,073,842 votes eligible to be cast at the Annual Meeting, shares entitled to cast 268,858,771 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 nominees for director named in the Proxy Statement, each to serve for a one-year term to expire at the Company’s 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. The following nine directors were elected by the votes shown below.

						FOR						WITHHELD						BROKER NON-VOTES
Monte M. Brem						226,603,598						37,131,484						5,123,689
Valerie G. Brown						260,525,044						3,210,038						5,123,689
Jose A. Fernandez						242,080,582						21,654,500						5,123,689
Scott W. Hart						238,644,364						25,090,718						5,123,689
David F. Hoffmeister						257,352,916						6,382,166						5,123,689
Thomas Keck						240,977,337						22,757,745						5,123,689
Michael I. McCabe						240,937,986						22,797,096						5,123,689
Steven R. Mitchell						239,525,210						24,209,872						5,123,689
Anne L. Raymond						258,736,646						4,998,436						5,123,689

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The selection was ratified by the votes shown below.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
265,243,485						3,596,494						18,792						0

Proposal 3 – Say-on-Pay

The Company’s stockholders, on a non-binding and advisory basis, voted to approve the compensation of the Company’s named executive officers. The Say-on-Pay proposal was approved by the votes shown below.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
255,051,724						8,663,534						19,824						5,123,689

Proposal 4 – Exculpation Amendment

The Company’s stockholders voted to approve the Exculpation Amendment. The Exculpation Amendment was approved by the votes shown below.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
259,188,142						4,531,214						15,726						5,123,689

Proposal 5 – Clean-Up Amendments

The Company’s stockholders voted to approve the Clean-Up Amendments. The Clean-Up Amendments were approved by the votes shown below.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
263,714,018						4,303						16,761						5,123,689

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Certificate of Amendment to the Certificate of Incorporation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

						STEPSTONE GROUP INC.
Date: September 11, 2025			By:			/s/ Jennifer Y. Ishiguro
						Jennifer Y. Ishiguro
						Chief Legal Officer & Secretary