8-K
Montrose Environmental Group, Inc. (MEG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 13, 2021
Montrose Environmental Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39394 | 46-4195044 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S Employer Identification No.) |
| 1 Park Plaza, Suite 1000, Irvine, CA | 92614 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(949) 988-3500
(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) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.000004 par value per share | MEG | New York Stock Exchange |
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On May 13, 2021, Montrose Environmental Group, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 19, 2021, the record date for the Annual Meeting, 25,200,343 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 21,896,757.557427, or approximately 89.69% of the outstanding shares of common stock entitled to vote, were represented in person or by proxy and, therefore, a quorum was present.
The stockholders of the Company voted on the following items at the Annual Meeting:
| 1. | The election of three Class I directors to hold office until the 2024 Annual Meeting of Stockholders; and<br> |
|---|---|
| 2. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent<br>registered public accounting firm for the fiscal year ending December 31, 2021. |
| --- | --- |
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2021.
The results of the voting at the Annual Meeting are as follows:
| 1. | Election of Directors |
|---|
The following nominees for election as director of the Company received the number of votes set opposite their respective names:
| Director Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| J. Miguel Fernandez de Castro | 13,345,612.557427 | 6,416,273 | 52,554 | 2,082,318 |
| Vijay Manthripragada | 13,430,228.557427 | 6,356,659 | 27,552 | 2,082,318 |
| Robin Newmark | 12,113,771.557427 | 7,655,458 | 45,210 | 2,082,318 |
Based on the votes set forth above, the director nominees were duly elected.
| 2. | The Ratification of the Appointment of Deloitte & Touche LLP as the Company’s IndependentRegistered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 |
|---|
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 received the following votes:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 21,874,291 | 2,284.557427 | 20,182 | 0 |
Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was duly ratified.
SIGNATURE
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.
| Montrose Environmental Group, Inc. |
|---|
| /s/ Nasym Afsari<br><br><br>Nasym Afsari<br><br><br>General Counsel and Secretary |
Date: May 17, 2021