StepStone Group Inc
For the period ended May 13, 2024. Filed Mar 27, 2024.
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May 13, 2024 · Filed Mar 27, 2024
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DEF 14A 1 d603381ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
STEPSTONE GROUP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
StepStone Group Inc.
277 Park Avenue, 45 th Floor
New York, NY 10172
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
May 13, 2024
4:30 p.m. Eastern Time
www.proxydocs.com/STEP
To Our Stockholders:
We are pleased to invite you to attend a Special Meeting of Stockholders of StepStone Group Inc. (“StepStone” or the “Company”) on May 13, 2024, at 4:30 p.m., Eastern Time, online via live audio webcast by visitingwww.proxydocs.com/STEP (the “Special Meeting”) for the following purposes:
To approve, for purposes of complying with NASDAQ Listing Rule 5635, the issuance of shares of the Company’s Class A common stock issuable pursuant to the terms of the Transaction Agreements, each dated February 7, 2024 (the “Transaction Agreements”), between the Company and the other parties thereto, or related exchange agreement (“Proposal 1” or the “Nasdaq Proposal”); and
To transact other such business as may properly come before the Special Meeting or any adjournment or postponement thereof.
The Company’s Board of Directors (the “Board”) believes that the approval of the Nasdaq Proposal is advisable and in the best interests of the Company and its stockholders and recommends that you vote FOR the proposal.
We will hold the Special Meeting as a virtual meeting held entirely over the internet. We believe that conducting the Special Meeting as a virtual meeting is the right choice for StepStone as it provides expanded stockholder access regardless of the location of the Special Meeting or resources available to stockholders, may improve communications, and allows the participants to attend the Special Meeting conveniently from any location.
Stockholders of record as of the close of business on March 22, 2024 are entitled to notice of, and, as described in this paragraph, to vote at, the Special Meeting, or any adjournment or postponement thereof. Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class B common stock are currently entitled to five votes for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.
As permitted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement and a form of proxy card or voting instruction card (together, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you. This distribution process is more resource and cost-efficient. The Notice is first being mailed, and the proxy materials are expected to be made available, to our stockholders on or about April 2, 2024.
All stockholders are cordially invited to attend our Special Meeting, conducted virtually via live audio webcast atwww.proxydocs.com/STEP. You will be able to attend the Special Meeting online and submit questions during the meeting by visitingwww.proxypush.com/STEP. You will also be able to vote your shares electronically at the Special Meeting by visitingwww.proxypush.com/STEP and clicking the appropriate link from the Special Meeting platform. During the ten days prior to the Special Meeting, a list of stockholders of record will be available at our principal executive offices located at 277 Park Avenue, 45 th Floor, New York, New York 10172.
To attend the Special Meeting, vote, or submit questions during the Special Meeting, you must first register for the Special Meeting in advance by visitingwww.proxydocs.com/STEP. Upon completing your registration, you will receive a confirmation email, which will include additional information about virtually attending the Special Meeting. For additional details, see “—How can I attend, participate in and vote at the Special Meeting online?” in the “Information About the Special Meeting and Voting” section below. This proxy statement provides detailed information about the Special Meeting. We encourage you to read this proxy statement carefully and in its entirety. When accessing our Special Meeting, please allow ample time for online check-in, which will begin at 4:15 p.m. Eastern Time on May 13, 2024. If you experience technical difficulties during thecheck-in process or during the Special Meeting, please call the phone number provided in your confirmation email for assistance.
Your vote is important. Regardless of whether you participate in the Special Meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Special Meeting regardless of whether you attend our virtual Special Meeting online.
By Order of the Board of Directors,
Jennifer Y. Ishiguro
Chief Legal Officer & Secretary
New York, NY
March 27, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2024
The notice and the proxy statement are available at www.proxydocs.com/STEP.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.