StepStone Group Inc.
For the period ended Sep 9, 2025. Filed Jul 25, 2025.
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Sep 9, 2025 · Filed Jul 25, 2025
Contents
Appendix A
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW
Subject to approval by the requisite vote of stockholders of the Company, Article XI of the certificate of incorporation would be amended as follows, with additions indicated by double underlining:
ARTICLE XI
LIABILITY OF DIRECTORS AND OFFICERS
Section 11.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no directoror officerof the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a directoror officer, as applicable.
Section 11.2 Amendment or Repeal. Any amendment, alteration or repeal of this Article XI that adversely affects any right of a directoror officer, as applicable, shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
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