StepStone Group Inc. Announces Special Meeting of Stockholders on May 13, 2024

TL;DR

<b>StepStone Group Inc. is holding a Special Meeting on May 13, 2024, to vote on the issuance of stock related to Transaction Agreements, as required by NASDAQ.</b>

AI Summary

StepStone Group Inc. (STEP) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. StepStone Group Inc. will hold a Special Meeting of Stockholders on May 13, 2024, at 4:30 p.m. ET. The meeting will be conducted online via live audio webcast at www.proxydocs.com/STEP. The primary purpose is to approve the issuance of Class A common stock under Transaction Agreements dated February 7, 2024, as required by NASDAQ Listing Rule 5635. Stockholders of record as of March 22, 2024, are entitled to vote. The Board of Directors recommends voting FOR the Nasdaq Proposal.

Why It Matters

For investors and stakeholders tracking StepStone Group Inc., this filing contains several important signals. The approval of the stock issuance is a condition for complying with NASDAQ Listing Rule 5635, which could impact the company's listing status if not met. The virtual meeting format aims to increase stockholder accessibility and participation, potentially leading to broader engagement on corporate matters.

Risk Assessment

Risk Level: low — StepStone Group Inc. shows low risk based on this filing. The filing is a routine proxy statement for a special meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Stockholders should review the details of the Transaction Agreements and the rationale for the stock issuance before voting on Proposal 1.

Key Numbers

• May 13, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders.)
• 4:30 p.m. ET — Special Meeting Time (Time of the Special Meeting of Stockholders.)
• March 22, 2024 — Record Date (Date to determine stockholders eligible to vote.)
• February 7, 2024 — Transaction Agreements Date (Date of the agreements requiring stock issuance approval.)

Key Players & Entities

• StepStone Group Inc. (company) — Registrant and filer of the proxy statement.
• NASDAQ (regulator) — Listing rule that requires approval for stock issuance.
• February 7, 2024 (date) — Date of the Transaction Agreements.
• March 22, 2024 (date) — Record date for determining stockholders entitled to vote.
• May 13, 2024 (date) — Date of the Special Meeting of Stockholders.

FAQ

Risk Factors

• Compliance with NASDAQ Listing Rules [medium — regulatory]: Failure to obtain stockholder approval for the issuance of shares under the Transaction Agreements could violate NASDAQ Listing Rule 5635, potentially impacting the company's stock listing.

Industry Context

StepStone Group Inc. is an investment advisory firm. This filing concerns a routine corporate governance matter related to stock issuance approval required by its stock exchange listing.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, requiring detailed disclosure for proxy solicitations related to stockholder meetings.

What Investors Should Do

1. Review the terms of the Transaction Agreements dated February 7, 2024.
2. Understand the implications of NASDAQ Listing Rule 5635 on the proposed stock issuance.
3. Vote on Proposal 1 (Nasdaq Proposal) at the Special Meeting on May 13, 2024.

Key Dates

• 2024-05-13: Special Meeting of Stockholders — To approve the issuance of Class A common stock under Transaction Agreements and transact other business.
• 2024-03-22: Record Date — Determines which stockholders are entitled to notice of and to vote at the Special Meeting.
• 2024-02-07: Transaction Agreements Execution — Date of agreements that necessitate the stock issuance approval.

Year-Over-Year Comparison

This is a Definitive Proxy Statement (DEF 14A) for a Special Meeting, indicating a specific event rather than a comparison to a prior period's financial performance.

Filing Documents

• d603381ddef14a.htm (DEF 14A) — 917KB
• g603381g03c87.jpg (GRAPHIC) — 31KB
• g603381g33r89.jpg (GRAPHIC) — 27KB
• g603381sp2.jpg (GRAPHIC) — 3KB
• g603381sp2a.jpg (GRAPHIC) — 1KB
• g603381sp2b.jpg (GRAPHIC) — 1KB
• g603381sp2c.jpg (GRAPHIC) — 1KB
• 0001193125-24-078848.txt (&nbsp;) — 1004KB

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES INFORMATION ABOUT THE SPECIAL MEETING AND VOTING 1 PROPOSAL 1 APPROVAL OF THE ISSUANCE OF SHARES OF OUR CLASS A COMMON STOCK UPON EXCHANGE OF CERTAIN UNITS, IN ACCORDANCE WITH NASDAQ LISTING RULES 5 BENEFICIAL OWNERSHIP OF SECURITIES 9 OTHER MATTERS 12 Other Business 12 Submission of Stockholder Proposals for the 2024 Annual Meeting 12 Householding Information 12 Where You Can Find More Information 13 APPENDICES Appendix A Transaction Agreement, dated February 7, 2024, by and among StepStone Group Inc., StepStone Group LP, StepStone Group Real Estate LP, Jeffrey Giller, solely in his capacity as a seller representative, and the seller parties signatory thereto A-1 Appendix B Transaction Agreement, dated February 7, 2024, by and among StepStone Group Inc., StepStone Group LP, StepStone Group Real Assets LP, James OLeary, solely in his capacity as a seller representative, and the seller parties signatory thereto B-1 Appendix C Transaction Agreement, dated February 7, 2024, by and among StepStone Group Inc., StepStone Group LP, StepStone Europe Limited, Swiss Capital Alternative Investments AG, Marcel Schindler, solely in his capacity as a seller representative, and SC Partner LP C-1 Appendix D Support Agreement, dated February 7, 2024, by and among the Class B Committee and the Company D-1 Table of Contents

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our SEC filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. Table of Contents INFORMATION ABOUT THE SPECIAL MEETING AND VOTING This proxy statement is being provided to you in connection with the solicitation of proxies by our Board for use at the Special Meeting to be held on May 13, 2024 at 4:30 p.m. Eastern Time, or at any adjournments or postponements thereof. 1. Where is the Special Meeting being held? Our Board has determined that the Special Meeting should be held online via live audio webcast at www.proxydocs.com/STEP in order to permit stockholders from any location with access to the Internet to participate. 2. What proposal will be addressed at the Special Meeting? Stockholders will be asked to consider the following proposal at the

View Full Filing

View this DEF 14A filing on SEC EDGAR