Montrose Environmental Group Files Proxy Materials

TL;DR

Montrose Environmental Group filed proxy docs, no fee needed. Standard SEC stuff.

AI Summary

Montrose Environmental Group, Inc. filed a Definitive Additional Materials proxy statement on April 22, 2024. This filing indicates that no fee was required for this filing, and it was filed under the 1934 Act. The company is based in Irvine, CA, and its fiscal year ends on December 31st.

Why It Matters

This filing is a routine regulatory submission for Montrose Environmental Group, Inc., providing updated proxy materials to its stockholders as required by the SEC.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement amendment, not indicating any unusual financial or operational changes.

Key Numbers

• 001-39394 — SEC File Number (Identifies the company's registration with the SEC.)

Key Players & Entities

• Montrose Environmental Group, Inc. (company) — Registrant
• 20240422 (date) — Filing Date
• 1934 Act (legal_document) — SEC Act
• Irvine, CA (location) — Business Address
• 1231 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $50,000 — ompensation Table, declined by 2.5%, or $50,000, from $1.97 million in 2022 to $1.92 mi
• $1.97 million — ble, declined by 2.5%, or $50,000, from $1.97 million in 2022 to $1.92 million in 2023. In
• $1.92 million — $50,000, from $1.97 million in 2022 to $1.92 million in 2023. In all, ISS found pay-for-pe
• $11 million — quity award to our CEO at approximately $11 million (the 2021 Award) despite several perfor
• $133 — ) granted under the 2021 Award begin at $133.58, which represents a multiple of 416%
• $2 million — tual compensation in 2023 was less than $2 million. In conclusion: ISS recommended AGA

Filing Documents

• d826954ddefa14a.htm (DEFA14A) — 39KB
• g826954g0421084047414.jpg (GRAPHIC) — 2KB
• 0001193125-24-105076.txt ( ) — 43KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Montrose Environmental Group, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Dear Stockholders of Montrose Environmental Group, Inc., On behalf of the Board of Directors (the Board) of Montrose Environmental Group, Inc., (the Company, we, us, or our), we are writing to encourage you to vote FOR each of our directors identified in Proposal 1, election of directors, and FOR Proposal 3, the advisory vote to approve the compensation of the Companys named executive officers (NEOs) for fiscal year 2023 (the Say-on-Pay Proposal), at the Companys 2024 Annual Meeting of Stockholders (the Annual Meeting), which will be held virtually on Tuesday, May 7, 2024, at 9:00 am, Central time, over the internet. Please see the Compensation Discussion and Analysis (CD&A) beginning on page 52 of our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2024 (the Proxy Statement) for a detailed discussion of our compensation practices and page 86 of the Proxy Statement for our Say-on-Pay Proposal. For the reasons outlined below, and in the CD&A, the Board unanimously recommends that our stockholders vote FOR the election of each director nominee and FOR the Say-on-Pay Proposal . If you have previously voted your shares in line with the recommendations of ISS and Glass Lewis, you may revoke a proxy and change your vote at any time before the polls close at the Annual Meeting. See page 97 of the Proxy Statement for additional information. We are available to answer any questions you may have as you finalize your vote. As summarized in the CD&A and Summary Compensation Table, there are compelling reasons to vote FOR all the ballot items at the Companys Annual Meeting this year: 1. Members of the Board and its Compensation Committee (the Committee) held robust engagements with stockholders representing approximately 60% of the Companys outstanding shares and took decisive action in responsiveness to stockholder feedback. During these engagements, we solicited stockholder feedback on our corporate governance practices and the structure of our existing compensation program and discussed ISSs recommendations at the 2023 Annual Meeting, which related to ISSs policies on Board responsiveness and certain of our legacy governance provisions adopted in connection with our initial public offering (IPO). Based on the direct and valuable feedback we received from stockholders representing more than a majority of the Companys shares, the Board has begun the process of implementing a series of governance enhancements that would begin phasing out certain of those legacy IPO-related governance provisions. Near and longer-term enhancements include: (i) proposing to adopt a majority vote standard with respect to amendments to the Companys charter and bylaws; (ii) eliminating the current supermajority voting requirement; (iii) declassification of the Board; and (iv) reduced threshold for stockholders to call special meetings, all of which are outlined in detail on pages 11-12 of the Proxy Statement. Based on feedback to date, the Boards plan has been almost unanimously well-received by our stockholders. Notably, ISS research did not raise any reservations about the Companys legacy IPO-related governance provisions after reviewing our most recent disclosure regarding stockholder outreach, the Boards plans for the governance enhancements discussed above, and our proactive responsiveness to our stockholders, each as discussed in the Proxy 2. Glass Lewis recommends a vote against Robin Newmark and ISS recommends a vote against all director nominees, including our CEO, indicating that the Board has failed to respond to the lack of majority support for the re-election of Peter Graham at the 2023 annual meeting, despite the robust stockholder engagement efforts and disclosures. The Board and its Nominating and Corporate Governance Committee renominated Mr. Peter Graham in 2023, and continue to believe he is a valuable member of the Board and Chair of the Compensation Committee, because the issues for which his candidacy was questioned by ISS and Glass Lewis relate to matt

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