Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 26, 2021, MDC Partners Inc. (“MDC”
or the “Company”) held a special meeting of shareholders (the “Special Meeting”), in connection with the transaction
agreement, dated as of December 21, 2020, by and among Stagwell Media LP (“Stagwell”), MDC, New MDC LLC (“New MDC”)
and Midas Merger Sub 1 LLC (“Merger Sub”), as amended on June 4, 2021 and July 8, 2021 (the “Transaction Agreement”),
pursuant to which, among other things, the Company will merge with certain subsidiaries of Stagwell (the “Transaction”). The
terms of the Transaction and the related proposals are described in more detail in the Company’s definitive proxy statement/prospectus
filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021, as supplemented on July 12, 2021 and July 19,
2021 (the “Proxy Statement/Prospectus”).
As of the close of business on May 10, 2021,
the record date for the Special Meeting, 78,601,838 shares of the Company Class A Subordinate Voting Shares (“Class A Shares”),
3,743 shares of the Company Class B Voting Shares (“Class B Shares”), 95,000 shares of the Company Series 4 Convertible Preference
Shares (“Series 4 Shares”) and 50,000 shares of the Company Series 6 Convertible Preference Shares (“Series 6 Shares”)
were outstanding (collectively, the “MDC Shares”). 64,128,850 Class A Shares, 51 Class B Shares, 95,000 Series 4 Shares and
50,000 Series 6 Shares were represented in person or by proxy at the Special Meeting, and therefore a quorum was present.
Each of the matters submitted to a vote of
the Company’s shareholders at the Special Meeting was approved by the requisite vote of the Company’s shareholders. The final
results of the voting on each matter submitted to shareholders at the Special Meeting are set forth below.
Proposal
1 – A proposal to approve the redomiciliation of MDC from the federal jurisdiction of Canada to the State of Delaware
(the “Redomiciliation”, and the redomiciled Company, “MDC Delaware”).
The holders of the outstanding MDC Shares,
voting together as a single class, approved the proposal based on the following number of votes:
For
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|
Against
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48,186,035
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16,088,835
|
The holders of the outstanding MDC Shares,
excluding the votes held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, including Stagwell, Mark Penn,
and Bradley Gross, voting together as a single class, approved the proposal based on the following number of votes:
For
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|
Against
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33,058,602
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16,088,835
|
Proposal
2 – A proposal to approve the Transaction, other than the Redomciliation, including (i) MDC Delaware’s merger with
Merger Sub and conversion into a limited liability company (“OpCo”), and (ii) Stagwell’s contribution of certain equity
interest in exchange for 180,000,000 common membership interests of OpCo and 180,000,000 Class C Common Stock of New MDC (the “Stagwell
Issuance”).
The holders of the outstanding MDC Shares,
voting together as a single class, approved the proposal based on the following number of votes:
For
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|
Against
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49,897,961
|
|
14,376,909
|
The holders of the outstanding MDC Shares,
excluding the votes held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, including Stagwell, Mark Penn,
and Bradley Gross, voting together as a single class, approved the proposal based on the following number of votes:
For
|
|
Against
|
34,770,528
|
|
14,376,909
|
Proposal
3 – A proposal to approve the granting of the proxy in relation to the MDC Delaware common shares and MDC Delaware Series
6 Shares.
The holders of the outstanding shares of Class
A Shares, Class B Shares and Series 6 Shares, voting together as a single class, approved the proposal based on the following number of
votes:
For
|
|
Against
|
49,822,825
|
|
14,357,045
|
Proposal
4 – A proposal to approve, in accordance with NASDAQ Listing Rule 5635, the issuance of Series 6 Shares, as described
in Proposal 3.
The holders of the outstanding shares of Class
A Shares and Class B Shares, voting together as a single class, approved the proposal based on the following number of votes:
For
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|
Against
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49,750,237
|
|
14,379,633
|
Proposal
5 – A proposal to approve, in accordance with NASDAQ Listing Rule 5635, the Stagwell Issuance, as described in Proposal
2.
The holders of the outstanding shares of Class
A Shares and Class B Shares, voting together as a single class, approved the proposal based on the following number of votes:
For
|
|
Against
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49,686,093
|
|
14,443,777
|
Proposal
6 – A proposal to approve, by non-binding, advisory vote, certain compensation that may be paid or become payable to the Company’s
named executive officers in connection with the Transaction.
The holders of the outstanding shares of Class
A Shares and Class B Shares, voting together as a single class, approved the proposal based on the following number of votes:
For
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|
Against
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57,642,821
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6,487,049
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