Mistras Group, Inc 8-K, filed May 25, 2022
Mistras Group, Inc. (MG)
8-K
2022-05-25
For: 2022-05-23
View Original
Added on
April 09, 2026
About this 8-K
Mistras Group, Inc filed this 8-K on May 25, 2022, reporting on events of May 23, 2022.
Items reported
- Item 5.07: Shareholder vote results
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 23, 2022
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (609 ) 716-4000
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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):
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders
Mistras Group, Inc. (the “Company”) held its 2022 annual shareholders meeting on May 23, 2022. Shareholders of the Company elected the eight nominees to the Board of Directors for one-year terms, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022, approved an amendment to the Mistras Group, Inc. Long-Term Incentive Plan to increase the number of shares authorized for issuance by 1,200,000 shares and approved on an advisory basis the Company’s executive compensation programs. These were the only matters voted upon at the meeting. The voting results are as follows.
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 | 24,447,165 | 578,323 | 2,655,882 | ||||||||||||||||||||
| Nicholas DeBenedictis | 24,753,467 | 272,021 | 2,655,882 | ||||||||||||||||||||
| James J. Forese | 23,540,400 | 1,485,088 | 2,655,882 | ||||||||||||||||||||
| Richard H. Glanton | 20,926,776 | 4,098,712 | 2,655,882 | ||||||||||||||||||||
| Michelle J. Lohmeier | 24,257,696 | 767,792 | 2,655,882 | ||||||||||||||||||||
| Charles P. Pizzi | 24,001,249 | 1,024,239 | 2,655,882 | ||||||||||||||||||||
| Manuel N. Stamatakis | 20,027,226 | 4,998,262 | 2,655,882 | ||||||||||||||||||||
| Sotirios J. Vahaviolos | 23,771,330 | 1,254,158 | 2,655,882 | ||||||||||||||||||||
2. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022 was ratified based upon the following votes:
Number of Votes | ||||||||
Votes for approval | 27,473,358 | |||||||
Votes against | 205,931 | |||||||
Abstentions | 2,081 | |||||||
There were no broker non-votes for this item.
3. The amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance by 1,200,000 shares was approved based upon the following votes:
Number of Votes | |||||
Votes for approval | 23,102,624 | ||||
Votes against | 1,830,460 | ||||
Abstentions | 92,404 | ||||
Broker Non-votes | 2,655,882 | ||||
4. The advisory vote on the Company’s executive compensation programs was approved based upon the following votes:
Number of Votes | ||||||||
Votes for approval | 24,119,275 | |||||||
Votes against | 658,029 | |||||||
Abstentions | 248,184 | |||||||
Broker Non-votes | 2,655,882 | |||||||
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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 25, 2022 | By: | /s/ Michael C. Keefe | |||||||||
| Name: | Michael C. Keefe | ||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||||||||
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