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 18, 2023

Mayville Engineering Company, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

001-38894

39-0944729

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

715 South Street, Mayville, Wisconsin 53050

(Address of principal executive offices, including zip code)

(920) 387-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:


☐	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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

MEC

New York Stock Exchange

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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective immediately preceding the Annual Meeting (as defined below) on April 18, 2023, the Board of Directors of Mayville Engineering Company, Inc. (the “Company”) amended Section 3.01 of Article III of the Bylaws of the Company to decrease the size of the Board of Directors from eight directors to seven directors.

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

On April 18, 2023, the Company held its 2023 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

●

The election of two directors, Steven L. Fisher and Robert L. McCormick, to the Company’s Board of Directors for a three-year term to expire at the Company’s 2026 annual meeting of shareholders; and

●

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023.

As of the February 17, 2023 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 20,172,746 shares of the Company’s common stock were outstanding and eligible to vote. Approximately 91.60% 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 Steven L. Fisher and Robert L. McCormick as directors for a three-year term to expire at the Company’s 2026 annual meeting of shareholders. The results of the vote were as follows:


	For			Withheld			Broker Non-Votes
Name	Votes	Percentage ⁽¹⁾		Votes	Percentage		Votes	Percentage ⁽²⁾
Steven L. Fisher	9,671,618	59.69	%	6,531,851	40.31	%	2,274,580	N/A
Robert L. McCormick	15,643,106	96.54	%	560,363	3.46	%	2,274,580	N/A

Ratify Appointment of Deloitte & Touche LLP for 2023

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

Votes

Percentage ⁽¹⁾

Votes

Percentage ⁽¹⁾

Votes

Percentage ⁽²⁾

Votes

Percentage ⁽²⁾

18,002,531

98.50

274,818

1.50

200,700

N/A

—

N/A

__________________

(1)	Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.

(2)	“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

Item 9.01. Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits. The exhibits listed in the exhibit index below are being filed herewith.


Exhibit Number		Description

3.1		Amendment to Bylaws of Mayville Engineering Company, Inc. effective April 18, 2023.

3.2		Bylaws of Mayville Engineering Company, Inc., as amended through April 18, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	MAYVILLE ENGINEERING COMPANY, INC.

Date: April 19, 2023	By:	/s/ Todd M. Butz
		Todd M. Butz
		Chief Financial Officer