0001436126-23-000026.txt : 20230524 0001436126-23-000026.hdr.sgml : 20230524 20230524123633 ACCESSION NUMBER: 0001436126-23-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20230524 DATE AS OF CHANGE: 20230524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mistras Group, Inc. CENTRAL INDEX KEY: 0001436126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 223341267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34481 FILM NUMBER: 23952881 BUSINESS ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 BUSINESS PHONE: 609-716-4000 MAIL ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 8-K 1 a8k-proxyresults12.htm 8-K Document

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
 
Date of Report (Date of earliest event reported): May 22, 2023
 
Mistras Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-34481 22-3341267
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
 
                                        195 Clarksville Road  
Princeton Junction,New Jersey 08550
                                 (Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (609) 716-4000
 
Not Applicable
(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 (see General Instruction A.2 below):
 
          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 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueMGNew 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. o 




Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held its 2023 Annual Shareholders Meeting on May 22, 2023. Shareholders elected the eight nominees to the Board of Directors for one-year terms, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023, approved the Company’s executive compensation programs, and approved the Board of Director’s recommendation of one year as the frequency for holding an advisory shareholder vote on executive compensation. These were the only matters voted upon at the meeting. The voting results are set forth below.

1. The eight nominees for election to the Board of Directors were elected based upon the following votes:
Nominee
Votes For
Withheld
Broker Non Votes
Dennis Bertolotti
23,316,663
634,665
3,190,294
Nicholas DeBenedictis
23,398,554
552,774
3,190,294
James J. Forese
22,828,178
1,123,150
3,190,294
Richard H. Glanton
22,053,655
1,897,673
3,190,294
Michelle J. Lohmeier
23,399,267
552,061
3,190,294
Charles P. Pizzi
22,552,567
1,398,761
3,190,294
Manuel N. Stamatakis
21,944,301
2,007,027
3,190,294
Sotirios J. Vahaviolos
23,204,956
746,372
3,190,294

2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023 was ratified based upon the following votes:
Number of Votes
Votes for approval
27,097,783
Votes against
38,703
Abstentions
5,136
There were no broker non-votes for this item.


3. Advisory vote on the Company’s executive compensation was approved based upon the following votes:
Number of Votes
Votes for approval
23,245,163
Votes against
467,887
Abstentions
238,278
Broker Non-votes
3,190,294


4. Shareholders approved the Board of Director’s recommendation of one year as the frequency of an advisory shareholder vote on the Company’s executive compensation based upon the following votes:
Number of Votes
One year
22,732,148
Two years
26,873
Three years
977,898
Abstentions
214,409


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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.
 
 MISTRAS GROUP, INC.
   
   
Date: May 24, 2023By:/s/ Michael C. Keefe
  Name:Michael C. Keefe
  Title:Executive Vice President, General Counsel and Secretary

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