Mayville Engineering Company Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three director nominees (Robert L. McCormick, Christine M. Schyvinck, and Tania L. Wingfield) to hold office until the 2029 annual meeting.

2. 2

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Executive Compensation section and related tables and narrative.

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote approving the Company’s disclosed executive compensation program for its named executive officers (NEOs). Management is seeking approval to validate its compensation design and to reinforce alignment between executives and shareholders through the program’s elements: base salary, annual incentives tied to Adjusted EBITDA and Free Cash Flow (50/50 weighting), and a mix of long-term incentives comprised of PSUs (50% in 2025) and RSUs (50% in 2025) intended to drive long-term performance and retention. The proposal appears in a context where the Company executed a strategic acquisition (Accu-Fab) in 2025 and the Compensation Committee awarded one-time transaction cash awards to certain executives to reflect that transaction’s strategic importance; annual incentives for 2025 paid out at 0% because performance fell below threshold. The Board emphasizes governance practices such as use of an independent compensation consultant, stock ownership guidelines, a clawback policy, prohibition on hedging and pledging, and double-trigger vesting on change in control as supporting rationale for the program. Management highlights that shareholders previously approved the Company’s executive compensation strongly in 2025 (over 96% support), and the Board intends to hold this advisory vote annually to solicit ongoing shareholder feedback. The Board recommends a vote "FOR," arguing that the program is competitive, performance-oriented, and aligned with long-term shareholder value creation, while acknowledging the vote is advisory and non-binding. The Compensation Committee will consider the voting outcome when making future compensation decisions, providing a channel for shareholder influence on pay practices. Given recent financial results (net loss, Adjusted EBITDA and Free Cash Flow short of targets) and one-time transaction awards tied to strategic M&A, investors should weigh whether pay outcomes appropriately reflect pay-for-performance and retention needs; the advisory vote provides an opportunity to endorse or signal concerns to the Board and Compensation Committee.

Upcoming shareholder meetings at Mayville Engineering Company Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Mayville Engineering Company Inc 2026 annual meeting?

Mayville Engineering Company Inc (MEC) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Mayville Engineering Company Inc 2026 meeting?

The record date for the Mayville Engineering Company Inc 2026 meeting is Friday, February 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Mayville Engineering Company Inc's 2026 meeting?

The board is presenting 3 director nominees at the Mayville Engineering Company Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Mayville Engineering Company Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Mayville Engineering Company Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.