StepStone Group Inc. Files 8-K on Security Holder Rights & Bylaws

TL;DR

StepStone Group Inc. (STEP) filed an 8-K detailing changes to security holder rights and corporate bylaws.

AI Summary

StepStone Group Inc. filed an 8-K on September 9, 2025, reporting material modifications to security holder rights, amendments to its articles of incorporation, and submission of matters to a vote of security holders. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 277 Park Avenue, New York, NY.

Why It Matters

This 8-K filing indicates potential changes in the rights of StepStone Group Inc.'s security holders and updates to its corporate governance documents, which could impact investor relations and company operations.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Numbers

• 001-39510 — SEC File Number (Identifies the company's filing with the SEC.)
• 84-3868757 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• StepStone Group Inc. (company) — Registrant
• 277 Park Avenue, 45th Floor (location) — Principal Executive Offices
• New York, NY 10172 (location) — Principal Executive Offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share STEP The Nasdaq Stock Market

Filing Documents

• step-20250909.htm (8-K) — 57KB
• ex31-certificateofamendmen.htm (EX-3.1) — 7KB
• 0001796022-25-000068.txt ( ) — 189KB
• step-20250909.xsd (EX-101.SCH) — 2KB
• step-20250909_lab.xml (EX-101.LAB) — 23KB
• step-20250909_pre.xml (EX-101.PRE) — 13KB
• step-20250909_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

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.

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

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 followin

07. Submission of Matters to a Vote of Security Holders

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. Fern

01. Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR