STOCK TITAN

StepStone holders back directors, pay plan

StepStone Group Inc. stockholders elected all director nominees, ratified Ernst & Young LLP, and approved Say-on-Pay at the 2026 annual meeting with strong voting support.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

StepStone Group Inc. (STEP) reported the results of its 2026 Annual Meeting of Stockholders held on September 8, 2026. Stockholders elected seven directors to one-year terms, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, and approved, on an advisory basis, executive compensation.

As of the July 14, 2026 record date, there were 82,288,907 Class A and 38,387,761 Class B shares outstanding, for 120,676,668 total votes eligible. Shares entitled to cast 108,711,940 votes were represented. Support levels for director nominees and proposals were high, with each director receiving over 87.9 million “for” votes and Say-on-Pay receiving approximately 94.9 million “for” votes.

Positive

  • None.

Negative

  • None.
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.
Class A shares outstanding 82,288,907 shares As of the July 14, 2026 record date
Class B shares outstanding 38,387,761 shares As of the July 14, 2026 record date
Total votes eligible 120,676,668 votes Votes eligible to be cast at the 2026 annual meeting
Votes represented at meeting 108,711,940 votes Votes represented in person or by proxy at the 2026 annual meeting
Say-on-Pay votes for 94,882,717 votes Non-binding advisory approval of named executive officer compensation
Auditor ratification votes for 98,474,389 votes Ratification of Ernst & Young LLP for fiscal year ending March 31, 2027
Highest director support 100,041,871 votes Votes for director nominee Thomas Keck
Broker non-votes on Say-on-Pay 8,087,481 votes Broker non-votes on the Say-on-Pay proposal
broker non-votes financial
"The following seven directors were elected by the votes shown below."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say-on-Pay financial
"approving, on a non-binding and advisory basis, the compensation of the Company's named executive officers (“Say-on-Pay”)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accounting firm financial
"ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of"

FAQ

What corporate actions did STEP stockholders approve at the 2026 annual meeting?

Stockholders elected seven directors to one-year terms, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, and approved Say-on-Pay on a non-binding advisory basis.

How many STEP shares were entitled to vote at the 2026 annual meeting?

As of July 14, 2026, there were 82,288,907 Class A shares and 38,387,761 Class B shares outstanding, for a total of 120,676,668 votes eligible at the 2026 annual meeting.

What was the quorum for STEP’s 2026 annual meeting?

Shares entitled to cast 108,711,940 votes were represented at the meeting out of 120,676,668 eligible votes, indicating that a sufficient quorum was present for the 2026 annual meeting.

How did STEP stockholders vote on the Say-on-Pay proposal?

For the non-binding Say-on-Pay proposal, stockholders cast 94,882,717 votes for, 5,720,728 against, and 21,014 abstentions, with 8,087,481 broker non-votes. The compensation of named executive officers was therefore approved on an advisory basis.

What were the voting results for the ratification of Ernst & Young LLP for STEP?

Stockholders voted to ratify Ernst & Young LLP as independent registered public accounting firm with 98,474,389 votes for, 10,217,166 against, and 20,385 abstentions. There were no broker non-votes on this proposal.

Did all STEP director nominees get elected at the 2026 meeting?

Yes. All seven director nominees received sufficient support, with “for” votes ranging from 87,916,634 for Monte M. Brem to 100,041,871 for Thomas Keck, along with corresponding withhold and broker non-vote tallies reported.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
0001796022false00017960222026-09-082026-09-08


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 8, 2026
Date of Report (date of earliest event reported)

STEPSTONE GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39510
84-3868757
(State or other jurisdiction of incorporation or organization)
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareSTEPThe 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07. Submission of Matters to a Vote of Security Holders

On September 8, 2026, StepStone Group Inc., a Delaware corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing seven director nominees named in the Company’s 2026 Proxy Statement (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, 2027; and (iii) approving, on a non-binding and advisory basis, the compensation of the Company's named executive officers (“Say-on-Pay”). As of the record date of July 14, 2026, there were 82,288,907 shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), and 38,387,761 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 one vote 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 120,676,668 votes eligible to be cast at the Annual Meeting, shares entitled to cast 108,711,940 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 2027 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 seven directors were elected by the votes shown below.

FORWITHHELDBROKER NON-VOTES
Monte M. Brem87,916,63412,707,8258,087,481
Valerie G. Brown94,888,0495,736,4108,087,481
Scott W. Hart99,973,691650,7688,087,481
David F. Hoffmeister91,336,0249,288,4358,087,481
Thomas Keck100,041,871582,5888,087,481
Steven R. Mitchell98,824,2121,800,2478,087,481
Anne L. Raymond95,041,0295,583,4308,087,481

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, 2027. The selection was ratified by the votes shown below.

FORAGAINSTABSTAINBROKER NON-VOTES
98,474,38910,217,16620,3850

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.

FORAGAINSTABSTAINBROKER NON-VOTES
94,882,7175,720,72821,0148,087,481




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 8, 2026By:/s/ Jennifer Y. Ishiguro
Jennifer Y. Ishiguro
Chief Legal Officer & Secretary

Filing Exhibits & Attachments

3 documents

Keep reading