MAYVILLE ENGINEERING COMPANY, INC. 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 20, 2021 , the Board of Directors of Mayville Engineering Company, Inc.
(the "Company") approved an amendment to 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.
OnApril 20, 2021 , the Company held its 2021 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on the following proposals:
• The election of three directors,
and Jennifer J. Kent , to the Company's Board of Directors for a
three-year term to expire at the Company's 2024 annual meeting of
shareholders;
• The approval of an amendment to the
2019 Omnibus Incentive Plan (the "Omnibus Plan"); and
• The ratification of the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for 2021.
As of the February 22, 2021 record date for the determination of the
shareholders entitled to notice of, and to vote at, the Annual Meeting,
20,059,390 shares of the Company's common stock were outstanding and eligible to
vote. Approximately 97.32% 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 electedAllen J. Carlson ,Timothy L. Christen andJennifer J. Kent as directors for a three-year term to expire at the Company's 2024 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) Allen J. Carlson 15,153,786 81.81 % 3,369,286 18.19 % 998,584 N/A Timothy L. Christen 15,298,630 82.59 % 3,224,442 17.41 % 998,584 N/A Jennifer J. Kent 17,899,187 96.63 % 623,885 3.37 % 998,584 N/A 2
--------------------------------------------------------------------------------
Amendment to the Omnibus Plan
The shareholders approved an amendment to the Omnibus Plan. The results of the
vote were as follows:
For Against Abstain Broker Non-VotesVotes Percentage (1) Votes Percentage (1) Votes Percentage (2) Votes Percentage (2) 13,656,195 73.73% 4,814,754 25.99% 52,123 0.28% 998,584 N/A
Ratify Appointment of
The shareholders ratified the appointment of
For Against Abstain Broker Non-VotesVotes Percentage (1) Votes Percentage (1) Votes Percentage (2) Votes Percentage (2) 19,158,143 98.47% 297,912 1.53% 65,601 N/A
0 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.
© Edgar Online, source
