UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Montrose Environmental Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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 10, 2022, Montrose Environmental Group, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 16, 2022, the record date for the Annual Meeting, 29,682,072 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 26,119,482.6 shares of common stock, or approximately 88.0% of the outstanding shares 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:

For more information about the foregoing proposals, see the Company’s definitive proxy statement filed March 29, 2022.

The results of the voting at the Annual Meeting are as follows:

The following nominees for election as director of the Company received the number of votes set opposite their respective names:

Based on the votes set forth above, the director nominees were duly elected.

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, 2022 received the following votes:

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was duly ratified.

The non-binding advisory Say-on-Pay vote received the following votes:

This proposal is an advisory vote and not binding on the Company; however, the Board of Directors and the Compensation Committee will take the results of this vote into account as we evaluate our current compensation programs and formulate future programs.

The non-binding advisory Say on Frequency vote received the following votes:

The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2022 Annual Meeting, that the Company will hold future Say-on-Pay votes on an annual basis until the occurrence of the next Say-on-Frequency vote, which will occur no later than the Company’s 2028 Annual Meeting of Stockholders.

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 thereunto duly authorized.