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) — December 26, 2006 (December
19, 2006)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
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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):
⃞ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞ Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
⃞ Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
⃞
Pre−commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−
4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
December 19, 2006, the Company’s Board of Directors met to consider the findings
of its Special Committee regarding its voluntary review of the Company’s
historical stock option grant activity. At this meeting, the Board of Directors
approved the recommendations of the Special Committee, as disclosed in more
detail in the Company’s Current Report on Form 8-K filed on December 22,
2006.
Following
this meeting, on December 19, 2006, one of the Company’s directors, Thomas
Davidson (Chairman of the Audit Committee), submitted his proposed resignation
to the Chairman of the Board of Directors. A copy of Mr. Davidson’s email
correspondence is attached hereto as Exhibit 99.1. Mr. Davidson did not concur
with the Special Committee’s recommendation that members of the Compensation
Committee should reimburse the Company for fees paid at Compensation Committee
meetings at which equity incentive awards were granted prior to 2004. However,
Mr. Davidson did agree to pay to the Company all amounts requested.
Subsequently,
on December 20, 2006, Mr. Davidson discussed his offer of resignation with
the
Chairman of the Board and the Company’s Presiding Director. The Chairman and the
Presiding Director declined to accept Mr. Davidson’s offer of resignation, and
Mr. Davidson withdrew his offer of resignation. Effective December 23, 2006,
Thomas Davidson was formally reappointed as a member of the Board of Directors
in accordance with applicable Canadian law.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
99.1
Correspondence
from Thomas Davidson, dated December 19, 2006.
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:
December 26, 2006
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MDC
Partners Inc.
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By:
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/s/
Mitchell Gendel
Mitchell
Gendel
General
Counsel & Corporate Secretary
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