UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13
of the
Securities Exchange Act of 1934
Date of
Report (Date Earliest Event reported) — June 5, 2009 (June 2, 2009)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
Canada
(Jurisdiction
of Incorporation)
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001-13718
(Commission
File Number)
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98-0364441
(IRS
Employer Identification No.)
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45
Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address
of principal executive offices and zip code)
(416)
960-9000
(Registrant’s
Telephone Number)
Check the
appropriate box below if the Form 8−K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
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o
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Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
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o
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Pre−commencement communications
pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−
4(c))
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Item
5.02 Compensatory Arrangements of Certain Officers.
Effective
June 2, 2009, the shareholders of MDC Partners Inc. (the “Company”) approved
proposed amendments to the Company’s 2005 Stock Incentive Plan. The
approved amendments (i) increased the number of shares of Class A subordinate
voting stock (“Class A Shares”) available for issuance under the 2005 Stock
Incentive Plan to 4,500,000 Class A Shares; and (ii) permitted Class A Shares
authorized for issuance under the 2005 Stock Incentive Plan to be issued to
employees to satisfy the exercise of stock appreciation rights (“SARs”) awards
under the Company’s Stock Appreciation Rights Plan.
In
addition, effective June 2, 2009, the shareholders of the Company approved a
proposed amendment to the Company’s Stock Appreciation Rights
Plan. Such amendment permits the Company to use Class A Shares
authorized for issuance under the 2005 Stock Incentive Plan to be issued to
employees to satisfy the exercise of SARs awards under the Company’s Stock
Appreciation Rights Plan.
The above
description of the amendments to the Company’s 2005 Stock Incentive Plan and
Stock Appreciation Rights Plan (the “Plans”) is not intended to be complete and
is qualified in its entirety by reference to the specific language in the Plans
attached hereto as Exhibits.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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10.1
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Amended
2005 Stock Incentive Plan, adopted by the shareholders of the Company on
June 2, 2009
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10.2
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Amended
Stock Appreciation Rights Plan, adopted by the shareholders of the Company
on June 2, 2009
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed by the undersigned hereunto duly
authorized.
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Date: June
5, 2009
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MDC
Partners Inc.
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By:
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/s/ Mitchell Gendel
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Mitchell
Gendel
General
Counsel & Corporate
Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amended
2005 Stock Incentive Plan, adopted by the shareholders of the Company on
June 2, 2009
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10.2
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Amended
Stock Appreciation Rights Plan, adopted by the shareholders of the Company
on June 2, 2009
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