|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/24 Mayville Engineering Co., Inc. 10-K 12/31/23 112:11M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.56M
2: EX-10.17 Material Contract HTML 55K
3: EX-21 Subsidiaries List HTML 32K
4: EX-23 Consent of Expert or Counsel HTML 30K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 46K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
7: EX-32 Certification -- §906 - SOA'02 HTML 33K
14: R1 Document and Entity Information HTML 105K
15: R2 Consolidated Balance Sheets HTML 142K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
17: R4 Consolidated Statements of Comprehensive Income HTML 101K
(Loss)
18: R5 Consolidated Statements of Cash Flows HTML 148K
19: R6 Consolidated Statement of Shareholders' Equity HTML 64K
20: R7 Nature of business and summary of significant HTML 65K
accounting policies
21: R8 Acquisitions HTML 74K
22: R9 Select balance sheet data HTML 169K
23: R10 Debt HTML 41K
24: R11 Leases HTML 165K
25: R12 Employee stock ownership plan HTML 33K
26: R13 Retirement plans HTML 37K
27: R14 Income taxes HTML 163K
28: R15 Commitments and contingencies HTML 37K
29: R16 Deferred compensation HTML 36K
30: R17 Self-Funded insurance HTML 32K
31: R18 Segments HTML 36K
32: R19 Fair value of financial instruments HTML 72K
33: R20 Revenue Recognition HTML 106K
34: R21 Common Equity HTML 48K
35: R22 Earnings per share HTML 66K
36: R23 Concentration of major customers HTML 73K
37: R24 Stock-based compensation HTML 151K
38: R25 Restructuring HTML 42K
39: R26 Valuation and qualifying accounts HTML 64K
40: R27 Subsequent events HTML 33K
41: R28 Nature of business and summary of significant HTML 112K
accounting policies (Policies)
42: R29 Acquisitions (Tables) HTML 70K
43: R30 Select balance sheet data (Tables) HTML 175K
44: R31 Leases (Tables) HTML 199K
45: R32 Income taxes (Tables) HTML 164K
46: R33 Fair value of financial instruments (Tables) HTML 66K
47: R34 Revenue Recognition (Tables) HTML 104K
48: R35 Common Equity (Tables) HTML 43K
49: R36 Earnings per share (Tables) HTML 66K
50: R37 Concentration of major customers (Tables) HTML 74K
51: R38 Stock-based compensation (Tables) HTML 162K
52: R39 Restructuring (Tables) HTML 40K
53: R40 Valuation and qualifying accounts (Tables) HTML 63K
54: R41 Nature of business and summary of significant HTML 46K
accounting policies (Details)
55: R42 Nature of business and summary of significant HTML 35K
accounting policies - Accounts receivable and
Inventories (Details)
56: R43 Nature of business and summary of significant HTML 32K
accounting policies - Tooling and PP&E (Details)
57: R44 Nature of business and summary of significant HTML 35K
accounting policies - Goodwill (Details)
58: R45 Nature of business and summary of significant HTML 40K
accounting policies - Deferred financing costs
(Details)
59: R46 Nature of business and summary of significant HTML 32K
accounting policies - Advertising expense
(Details)
60: R47 Acquisitions (Details) HTML 49K
61: R48 Acquisitions - Assets acquired, liabilities HTML 73K
assumed (Details)
62: R49 Acquisitions - Assets (Details) HTML 48K
63: R50 Acquisitions - Pro Forma Financial Information HTML 41K
(Details)
64: R51 Select balance sheet data - Schedule of HTML 42K
Inventories (Details)
65: R52 Select balance sheet data - Schedule of Property, HTML 67K
Plant and Equipment (Details)
66: R53 Select balance sheet data - Additional Information HTML 63K
(Details)
67: R54 Select balance sheet data - Schedule of Changes In HTML 38K
Goodwill (Details)
68: R55 Select balance sheet data - Schedule of Listing of HTML 65K
Intangible Assets (Details)
69: R56 Select balance sheet data - Schedule of Changes In HTML 38K
Intangible Assets (Details)
70: R57 Select balance sheet data - Schedule of Future HTML 44K
Amortization Expense (Details)
71: R58 Debt - Credit Agreements (Details) HTML 75K
72: R59 Debt - Other Debt (Details) HTML 56K
73: R60 Leases (Details) HTML 39K
74: R61 Leases - Components of lease expense (Details) HTML 50K
75: R62 Leases - Supplemental information related to HTML 62K
leases (Details)
76: R63 Leases - ROU asset balances (Details) HTML 38K
77: R64 Leases - Minimum lease payments under ASC 842 HTML 83K
(Details)
78: R65 Leases - Supplemental cash flow information HTML 42K
(Details)
79: R66 Employee stock ownership plan - Additional HTML 39K
Information (Details)
80: R67 Retirement plans - Additional Information HTML 40K
(Details)
81: R68 Income taxes - Schedule of Income Taxes (Details) HTML 53K
82: R69 Income taxes - Schedule of Reconciliation of HTML 63K
Statutory Federal Income Tax Benefit to Income Tax
Benefit (Details)
83: R70 Income taxes - Components of Deferred Income Tax HTML 65K
Assets and Liabilities (Details)
84: R71 Income taxes - Additional Information (Details) HTML 40K
85: R72 Income taxes - Reconciliation of Beginning and HTML 42K
Ending Amounts of Unrecognized Tax Benefits
(Details)
86: R73 Commitments and contingencies (Details) HTML 31K
87: R74 Deferred compensation - Additional Information HTML 52K
(Details)
88: R75 Self-Funded insurance - Additional Information HTML 34K
(Details)
89: R76 Segments - Additional Information (Details) HTML 32K
90: R77 Fair value of financial instruments - Schedule of HTML 40K
Financial Assets and Liabilities Accounted for at
Fair Value by Fair Value Hierarchy (Details)
91: R78 Revenue Recognition - Schedule of Changes in HTML 40K
Contract Assets and Liabilities (Details)
92: R79 Revenue Recognition - Schedule of Disaggregation HTML 53K
of Revenue by Product Category (Details)
93: R80 Revenue Recognition - Schedule of Disaggregation HTML 51K
of Revenue by End Market (Details)
94: R81 Common Equity (Details) HTML 32K
95: R82 Common Equity - Changes in outstanding common HTML 38K
shares (Details)
96: R83 Earnings Per Share (Details) HTML 65K
97: R84 Earnings per share - Schedule of Antidilutive HTML 32K
Securities Excluded from Computation of Diluted
Earnings Per Share (Details)
98: R85 Concentration of major customers - Schedule of HTML 56K
Major Customer Concentrations (Details)
99: R86 Stock-based compensation - Summary of Stock-based HTML 45K
Compensation Expenses (Details)
100: R87 Stock-based compensation - Schedule of HTML 54K
Unrecognized Stock-based Compensation Expense
(Details)
101: R88 Stock-based compensation - Summary of Activity for HTML 79K
Unit Award and Stock Option Award (Details)
102: R89 Stock-based compensation - Summary of Fair Value HTML 42K
Assumptions and Inputs (Details)
103: R90 Stock-based compensation - Additional Information HTML 84K
(Details)
104: R91 Restructuring (Details) HTML 37K
105: R92 Valuation and qualifying accounts (Details) HTML 38K
106: R93 Pay vs Performance Disclosure HTML 42K
107: R94 Insider Trading Arrangements HTML 36K
109: XML IDEA XML File -- Filing Summary XML 204K
112: XML XBRL Instance -- tmb-20231231x10k_htm XML 2.96M
108: EXCEL IDEA Workbook of Financial Report Info XLSX 180K
10: EX-101.CAL XBRL Calculations -- tmb-20231231_cal XML 250K
11: EX-101.DEF XBRL Definitions -- tmb-20231231_def XML 559K
12: EX-101.LAB XBRL Labels -- tmb-20231231_lab XML 1.73M
13: EX-101.PRE XBRL Presentations -- tmb-20231231_pre XML 1.17M
9: EX-101.SCH XBRL Schema -- tmb-20231231 XSD 229K
110: JSON XBRL Instance as JSON Data -- MetaLinks 599± 910K
111: ZIP XBRL Zipped Folder -- 0001558370-24-002598-xbrl Zip 558K
Exhibit 97
Mayville Engineering Company, Inc. Compensation Recovery Policy
| 1. | Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which Mayville Engineering Company, Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or similarly-named policy shall be deemed to refer to this Policy with respect to Incentive-Based Compensation Received on or after the Effective Date. With respect to Incentive-Based Compensation Received prior to the Effective Date, such references to the Company’s “recoupment”, “clawback” or similarly-named policy in compensation plans, agreements, equity awards or other policies shall be deemed to refer to the Company’s “recoupment,” “clawback” or similarly-named policy, if any, in effect prior to the Effective Date. |
| 2. | Mandatory Recovery of Compensation. In the event that the Company is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the amount of Erroneously Awarded Compensation. |
| 3. | Definitions. For purposes of this Policy, the following terms, when capitalized, shall have the meanings set forth below: |
| (a) | “Accounting Restatement” shall mean any accounting restatement required due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
| (b) | “Covered Officer” shall mean the Company’s president; principal financial officer; principal accounting officer (or if there is no such accounting officer, the controller); any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other officer who performs a significant policy-making function; or any other person who performs similar significant policy-making functions for the Company. |
| (c) | “Effective Date” shall mean October 2, 2023. |
| (d) | “Erroneously Awarded Compensation” shall mean the excess of (i) the amount of Incentive-Based Compensation Received by a person (A) after beginning service as a Covered Officer, (B) who served as a Covered Officer at any time during the performance period for that Incentive-Based Compensation, (C) while the Company has a class of securities listed on a national securities exchange or a national securities association and (D) during the Recovery Period; minus (ii) the Recalculated Compensation. For the avoidance of doubt, a person who served as a Covered Officer during the periods set forth in clauses (A) and (B) of the |
1
| preceding sentence shall continue to be subject to this Policy even after such person’s service as a Covered Officer has ended. |
| (e) | “Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A financial reporting measure is a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measure is presented within the financial statements or included in a filing with the Securities Exchange Commission. Each of stock price and total shareholder return is a financial reporting measure. For the avoidance of doubt, incentive-based compensation subject to this Policy does not include stock options, restricted stock, restricted stock units or similar equity-based awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-financial reporting measures. |
| (f) | “Recalculated Compensation” shall mean the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts in the Accounting Restatement, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of the Recalculated Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return, as the case may be, on the compensation Received. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the national securities exchange or association on which its securities are listed. |
| (g) | Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the financial reporting measure specified in the award of such Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. |
| (h) | “Recovery Period” shall mean the three completed fiscal years of the Company immediately preceding the date the Company is required to prepare an Accounting Restatement; provided that the Recovery Period shall not begin before the Effective Date. For purposes of determining the Recovery Period, the Company is considered to be “required to prepare an Accounting Restatement” on the earlier to occur of: (i) the date the Company’s Board of Directors, a committee thereof, or the Company’s authorized officers conclude, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body |
2
| directs the Company to prepare an Accounting Restatement. If the Company changes its fiscal year, then the transition period within or immediately following such three completed fiscal years also shall be included in the Recovery Period, provided that if the transition period between the last day of the Company’s prior fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, then such transition period shall instead be deemed one of the three completed fiscal years and shall not extend the length of the Recovery Period. |
| 4. | Exceptions. Notwithstanding anything to the contrary in this Policy, recovery of Erroneously Awarded Compensation will not be required to the extent the Company’s committee of independent directors responsible for executive compensation decisions (or a majority of the independent directors on the Company’s board of directors in the absence of such a committee) has made a determination that such recovery would be impracticable and one of the following conditions have been satisfied: |
| (a) | The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on the expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the national securities exchange or association on which its securities are listed. |
| (b) | Recovery would violate home country law where, with respect to Incentive-Based Compensation, that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the national securities exchange or association on which its securities are listed, that recovery would result in such a violation, and must provide such opinion to the exchange or association. |
| (c) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
| 5. | Manner of Recovery. In addition to any other actions permitted by law or contract, the Company may take any or all of the following actions to recover any Erroneously Awarded Compensation: (a) require the Covered Officer to repay such amount; (b) offset such amount from any other compensation owed by the Company or any of its affiliates to the Covered Officer, regardless of whether the contract or other documentation governing such other compensation specifically permits or specifically prohibits such offsets; and (c) subject to Section 4(c), to the extent the Erroneously Awarded Compensation was deferred into a plan of deferred compensation, whether or not |
3
| qualified, forfeit such amount (as well as the earnings on such amounts) from the Covered Officer’s balance in such plan, regardless of whether the plan specifically permits or specifically prohibits such forfeiture. If the Erroneously Awarded Compensation consists of shares of the Company’s common stock, and the Covered Officer still owns such shares, then the Company may satisfy its recovery obligations by requiring the Covered Officer to transfer such shares back to the Company. |
| 6. | Other. |
| (a) | This Policy shall be administered and interpreted, and may be amended from time to time, by the Company’s board of directors or any committee to which the board may delegate its authority in its sole discretion in compliance with the applicable listing standards of the national securities exchange or association on which the Company’s securities are listed, and the determinations of the board or such committee shall be binding on all Covered Officers. |
| (b) | The Company shall not indemnify any Covered Officer against the loss of Erroneously Awarded Compensation. |
| (c) | The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including disclosure required by the Securities Exchange Commission filings. |
| (d) | Any right to recovery under this Policy shall be in addition to, and not in lieu of, any other rights of recovery that may be available to the Company. |
4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/6/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Mayville Engineering Co., Inc. S-3 5:909K Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/29/23 Mayville Engineering Co., Inc. 8-K:1,2,9 6/28/23 11:1.6M Toppan Merrill Bridge/FA 6/21/23 Mayville Engineering Co., Inc. 8-K:1,9 6/19/23 12:1M Toppan Merrill Bridge/FA 4/19/23 Mayville Engineering Co., Inc. 8-K:5,9 4/18/23 12:412K Toppan Merrill Bridge/FA 7/20/22 Mayville Engineering Co., Inc. 8-K:5,9 7/19/22 14:553K Toppan Merrill Bridge/FA 3/08/21 Mayville Engineering Co., Inc. DEF 14A 4/20/21 1:417K Donnelley … Solutions/FA 11/03/20 Mayville Engineering Co., Inc. 10-Q 9/30/20 86:7.7M ActiveDisclosure/FA 3/02/20 Mayville Engineering Co., Inc. 10-K 12/31/19 104:12M ActiveDisclosure/FA 1/29/20 Mayville Engineering Co., Inc. 8-K:8,9 1/23/20 2:58K Donnelley … Solutions/FA 6/18/19 Mayville Engineering Co., Inc. 10-Q 3/31/19 73:5.5M Donnelley … Solutions/FA 4/29/19 Mayville Engineering Co., Inc. S-1/A 11:3.5M Donnelley … Solutions/FA 4/12/19 Mayville Engineering Co., Inc. S-1 13:5.6M Donnelley … Solutions/FA |