Form 8-K - Current report

0001766368false00017663682024-12-112024-12-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2024

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.)

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135 S. 84th Street, Suite 300

Milwaukee, Wisconsin 53214

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

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)
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☐ ​	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		MEC		New York Stock Exchange

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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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2024, Mayville Engineering Company, Inc. (the “Company”) announced that Todd M. Butz, the Company’s Chief Financial Officer, intends to leave the Company on June 30, 2025. Rachele M. Lehr, currently the Company’s Chief Human Resources Officer, will succeed Mr. Butz as Chief Financial Officer, effective April 22, 2025. A copy of the press release announcing the foregoing is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

Prior to joining the Company in 2023, Ms. Lehr spent nearly 15 years at Briggs & Stratton, an industrial manufacturing company, where she held senior finance and corporate roles of increasing scope and complexity, including Senior Vice President of Administration and HR, and Controller for a $600 million international business. Ms. Lehr began her career with PricewaterhouseCoopers where she led audit engagements with public companies across diverse end-markets. Ms. Lehr holds a Bachelor of Science in Business Administration with a Major in Accounting from Marquette University and is a certified public accountant (currently inactive).

In connection with his departure, Mr. Butz will receive a payment of $1,042,360 under his severance agreement with the Company.

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Item 9.01.Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

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

EXHIBIT INDEX

99

Press release of Mayville Engineering Company, Inc., dated December 11, 2024, announcing leadership transition.

104

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

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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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​	MAYVILLE ENGINEERING COMPANY, INC.
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Date: December 11, 2024	By:	/s/ Sean P. Leuba
​	​	Sean P. Leuba
​	​	Senior Vice President – Corporate Development and General Counsel

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Exhibit 99

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MAYVILLE ENGINEERING COMPANY

ANNOUNCES LEADERSHIP TRANSITION

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MILWAUKEE, Wis. — December 11, 2024 — Mayville Engineering Company (NYSE: MEC) (the “Company” or “MEC”), a leading value-added provider of design, prototyping and manufacturing solutions serving diverse end-markets, today announced that Todd Butz, Chief Financial Officer, intends to leave the Company on June 30, 2025.

Following a rigorous internal and external search process, Rachele Lehr, Chief Human Resources Officer, has been named to succeed Mr. Butz as Chief Financial Officer, effective April 22, 2025, following the annual meeting of shareholders.

With more than 25 years of cross-functional experience across corporate finance, external reporting, strategic planning, financial planning & analysis, information technology, and human resources, Ms. Lehr brings a depth of strategic leadership expertise to her new role as Chief Financial Officer.

Prior to joining MEC in 2023, Ms. Lehr spent nearly 15 years at Briggs & Stratton, an industrial manufacturing company, where she held senior finance and corporate roles of increasing scope and complexity, including Senior Vice President of Administration and HR, and Controller for a $600 million international business.  Ms. Lehr began her career with PricewaterhouseCoopers (“PwC”) where she led audit engagements with public companies across diverse end-markets. Ms. Lehr holds a Bachelor of Science in Business Administration with a Major in Accounting from Marquette University and is a certified public accountant (currently inactive).

“Rachele is an accomplished strategic leader whose unique blend of financial and business acumen remain valuable assets as we further advance our MBX value creation journey,” stated Jag Reddy, President and CEO of MEC. “As a trusted business partner with a proven ability to drive organizational transformation, we’re excited to have Rachele lead our finance team during this next, important phase for our business.”

“Since joining our organization in 2008, Todd has built a strong finance team well-equipped to further advance our multi-year value creation strategy,” continued Reddy.  “I would like to thank Todd for his many contributions during his 17-year career with MEC and wish him the very best as he embarks on this next chapter.”

“MEC is a market-leading industrial solutions company with a clear vision for profitable growth,” stated Rachele Lehr, incoming Chief Financial Officer. “I am excited to assume the CFO role at a pivotal moment for the organization and look forward to partnering with our talented finance team as we seek to drive long-term value creation for both our customers and loyal shareholders.”

Today, MEC is reaffirming its full-year 2024 financial guidance provided on November 5, 2024.  

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements that reflect plans, estimates and beliefs. Such statements involve risk and uncertainties. Actual results may differ materially from those contemplated by these forward-looking statements as a result of various factors. Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to: macroeconomic conditions, including inflation, elevated interest rates and recessionary concerns, as well as labor

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availability and material cost pressures, have had, and may continue to have, a negative impact on our business, financial condition, cash flows and results of operations (including future uncertain impacts); risks relating to developments in the industries in which our customers operate; risks related to scheduling production accurately and maximizing efficiency; our ability to realize net sales represented by our awarded business; failure to compete successfully in our markets; our ability to maintain our manufacturing, engineering and technological expertise; the loss of any of our large customers or the loss of their respective market shares; risks related to entering new markets; our ability to recruit and retain our key executive officers, managers and trade-skilled personnel; volatility in the prices or availability of raw materials critical to our business; manufacturing risks, including delays and technical problems, issues with third-party suppliers, environmental risks and applicable statutory and regulatory requirements; our ability to successfully identify or integrate acquisitions; our ability to develop new and innovative processes and gain customer acceptance of such processes; risks related to our information technology systems and infrastructure, including cybersecurity risks and data leakage risks; geopolitical and economic developments, including foreign trade relations and associated tariffs; results of legal disputes, including product liability, intellectual property infringement and other claims; risks associated with our capital-intensive industry; risks related to our treatment as an S Corporation prior to the consummation of our initial public offering; risks related to our employee stock ownership plan’s treatment as a tax-qualified retirement plan; and other factors described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q. This discussion should be read in conjunction with our audited consolidated financial statements included in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2023. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

ABOUT MAYVILLE ENGINEERING COMPANY

Founded in 1945, MEC is a leading U.S. based, vertically integrated, value-added manufacturing partner providing a full suite of manufacturing solutions from concept to production, including design, prototyping and tooling, fabrication, aluminum extrusion, coating, assembly and aftermarket components. Our customers operate in diverse end markets, including heavy- and medium-duty commercial vehicles, construction & access equipment, powersports, agriculture, military, and other end markets. Along with process engineering and development services, MEC maintains an extensive manufacturing infrastructure with 23 facilities across seven states. These facilities make it possible to offer conventional and CNC (computer numerical control) stamping, shearing, fiber laser cutting, forming, drilling, tapping, grinding, tube bending, machining, welding, assembly, and logistic services. MEC also possesses a broad range of finishing capabilities including shot blasting, e-coating, powder coating, wet spray and military grade chemical agent resistant coating (CARC) painting. For more information, please visit www.mecinc.com.

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Document and Entity Information	Dec. 11, 2024
Document and Entity Information [Abstract]
Amendment Flag	false
Entity Central Index Key	0001766368
Document Type	8-K
Document Period End Date	Dec. 11, 2024
Entity Registrant Name	Mayville Engineering Company, Inc.
Entity Incorporation, State or Country Code	WI
Entity File Number	001-38894
Entity Tax Identification Number	39-0944729
Entity Address, Address Line One	135 S. 84th Street, Suite 300
Entity Address, City or Town	Milwaukee
Entity Address State Or Province	WI
Entity Address, Postal Zip Code	53214
City Area Code	414
Local Phone Number	381-2860
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	MEC
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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