Mayville Engineering Company Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2025

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)

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135 S. 84^th Street, Suite 300

Milwaukee, Wisconsin 53214

(Address of principal executive offices, including zip code)

(414) 381-2860

(Registrant’s telephone number, including area code)

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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:

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 22, 2025, Mayville Engineering Company, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

As of the February 21, 2025 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 20,419,823 shares of the Company’s common stock were outstanding and eligible to vote. Approximately 93% of all shares (and votes) were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:

Election of Directors

The shareholders elected Jagadeesh (Jag) A. Reddy and Jay O. Rothman as directors for a three-year term to expire at the Company’s 2028 annual meeting of shareholders. The results of the vote were as follows:

Ratify Appointment of Deloitte & Touche LLP for 2025

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. The results of the vote were as follows:

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The shareholders approved the compensation of the Company’s named executive officers. The results of the advisory vote were as follows:

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Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The shareholders expressed a preference that an advisory vote on the compensation of the Company’s named executive officers occur every year. The results of the advisory vote were as follows:

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In accordance with the results of this vote, the Board of Directors determined to implement an advisory shareholder vote to approve the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of the advisory shareholder vote on the compensation of the Company’s named executive officers, which is scheduled to occur at the Company’s 2031 annual meeting of shareholders.

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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 on its behalf by the undersigned hereunto duly authorized.

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