Mayville Engineering Company (MEC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2025, to be held virtually, with shareholders voting on director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Record date for voting is February 21, 2025, with 20,419,823 shares of common stock outstanding and entitled to one vote per share.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; ESOP and 401(k) participants must provide instructions by April 17, 2025.

Voting matters and shareholder proposals

• Election of two directors for terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote to approve executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Shareholder proposals for the 2026 meeting must be received by November 11, 2025, for proxy inclusion, or by December 31, 2025, for other business.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; roles of CEO and Chair are separated.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent members and formal charters.

• Corporate Governance Guidelines and Code of Conduct and Ethics are in place and reviewed regularly.

• Board and committees held regular meetings in 2024, with all directors attending at least 75% of meetings.

• Board emphasizes diversity, executive leadership, manufacturing expertise, and public company governance in director nominations.