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Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Our management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: Our management’s report on internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related report of our independent registered public accounting firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
−Removed: During the year ended December 31, 2019, the Company adopted ASU 2016-02 and centralized the Company's lease accounting system and processes effective January 1, 2019.
−Removed: This implementation resulted in a material change to the Company's internal control over financial reporting as of that date .
−Removed: The operating effectiveness of these changes has been evaluated as part of our annual assessment of the effectiveness of internal controls over financial reporting.
−Removed: As of the year ended December 31, 2019, the Company has remediated a material weakness, identified as of December 31, 2018, in the Company’s internal control over financial reporting related to implementation of ASU No.
−Removed: 2014-09 “Revenue from Contracts with Customers (Topic 606)”.
−Removed: Remedial actions included improvement and enhancement of the design and operation of control activities and procedures associated with our revenue recognition processes, including both preventive and detective control activities.
−Removed: Additionally, we implemented upgrades to our accounting systems which improved the accuracy and completeness of key financial reports and data generated from our accounting systems that support our revenue recognition calculations.
−Removed: As of December 31, 2019, testing of both the design and operating effectiveness of the new and improved controls was completed, and management concluded that the material weakness in internal control over financial reporting related to implementation of ASU No.
−Removed: 2014-09 has been remediated.
−Removed: The operating ef fectiveness of internal control over financial reporting is discussed in Part II, Item 8 of this Annual Report on Form 10-K .
−Removed: In addition, in the ordinary course of business, we routinely enhance our information systems by either upgrading current systems or implementing new ones.
−Removed: Except as may be otherwise described herein, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: In the ordinary course of business, we routinely enhance our information systems by either upgrading current systems or implementing new ones.
+Added: There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this item will be included in our definitive proxy statement (or the “Proxy Statement”) for our 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our fiscal year covered by this Annual Report and is incorporated herein by reference.
+Added: The information required by this item with respect to the Company’s Directors is contained in our definitive proxy statement (the “Proxy Statement”) for our 2021 Annual Meeting of Stockholders under the heading “Proposal 1:
+Added: Election of Directors” and is incorporated herein by reference.
+Added: The information required by this item with respect to the Company’s Executive Officers is contained in the Proxy Statement under the heading “Named Executive Officers” and is incorporated herein by reference.
+Added: The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under the heading “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
+Added: The information required by this item with respect to the Company’s code of ethics that applies to directors, officers, and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is contained in the Proxy Statement under the heading “Corporate Governance—Code of Ethics” and is incorporated herein by reference.
+Added: The information required by this item with respect to the procedures by which security holders may recommend nominees to the Board is contained in the Proxy Statement under the heading “Stockholders’ Proposals” and is incorporated herein by reference.
+Added: The information required by this item with respect to the Company’s Audit Committee, including the Audit Committee’s members and its financial experts, is contained in the Proxy Statement under the heading “Committees of the Board—Audit Committee” and is incorporated herein by reference.
Executive Compensation
−Removed: The information required by this item will be included in our Proxy Statement for our 2020 Annual Meeting of Stockholders, and is incorporated herein by reference.
+Added: The information required by this item with respect to executive compensation and director compensation is contained in the Proxy Statement under the headings “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
+Added: The information required by this item with respect to compensation committee interlocks and insider participation is contained in the Proxy Statement under the heading “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.
+Added: The compensation committee report required by this item is contained in the Proxy Statement under the heading “Executive Compensation—Compensation Committee Report” and is incorporated herein by reference.
+Added: The information required by this item with respect to compensation policies and practices as they relate to the Company’s risk management is contained in the Proxy Statement under the heading “Executive Compensation—Compensation Risk Assessment” and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item will be included in our Proxy Statement for our 2020 Annual Meeting of Stockholders, and is incorporated herein by reference.
+Added: The information required by this item with respect to securities authorized for issuance under the Company’s equity compensation plans is contained in the Proxy Statement under the heading “Equity Compensation Plan Information” and is incorporated herein by reference.
+Added: The information required by this item with respect to the security ownership of certain beneficial owners and management is contained in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item will be included in our Proxy Statement for our 2020 Annual Meeting of Stockholders, and is incorporated herein by reference.
+Added: The information required by this item with respect to certain relationships and transactions with related parties is contained in the Proxy Statement under the heading “Certain Relationships” and is incorporated herein by reference.
+Added: The information required by this item with respect to director independence is contained in the Proxy Statement under the heading “Corporate Governance—Director Independence” and is incorporated herein by reference.
Principal Accountant Fees and Services
−Removed: The information required by this item will be included in our Proxy Statement for our 2020 Annual Meeting of Stockholders, and is incorporated herein by reference.
+Added: The information required by this item with respect to audit fees, tax fees, and the audit committee’s pre-approval policies and procedures are contained in the Proxy Statement under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” and is incorporated herein by reference.
Exhibits, Financial Statement Schedules
20 unchanged sentences
Specimen Stock Certificate evidencing shares of common stock
−Removed: Voting Agreement
Description of Securities
19 unchanged sentences
Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association.
−Removed: List of Subsidiaries of Medpace Holdings, Inc.
Incorporated by Reference
Exhibit Description
+Added: Amendment No.
+Added: 1 dated March 30, 2020 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
+Added: Form of Indemnification Agreement
+Added: List of Subsidiaries of Medpace Holdings, Inc.
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
41 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.