Approval of Amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan
Overview
We are asking our shareholders to approve an amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of our common stock that may be issued by 1,700,000 shares, to a total of 7,900,000 shares (the “Amendment”). The Amendment was approved by our Board on February 26, 2026 and is subject to shareholder approval in accordance with the terms of the Plan and the NYSE listing requirements. Other than the increase in the number of shares subject to the Plan, the Amendment makes no other changes to the Plan. Within this proposal, we refer to the Plan, as amended by the Amendment, as the “Amended Plan.”
Based on 260,957 shares remaining available under the Plan as of March 20, 2026 (assuming target performance for the outstanding PRSUs), the increase of 1,700,000 shares would result in 1,960,957 shares being available for future issuance under the Amended Plan.
The Plan was originally adopted by our Board on August 20, 2016, and approved by our shareholders at the 2016 annual meeting. Amendments to increase the number of shares authorized for issuance under the Plan from 1,700,000 shares to 3,700,000 shares and from 3,700,000 shares to 4,900,000 shares were approved by our shareholders at the 2020 and 2022 annual meetings, respectively. At the 2024 annual meeting, our shareholders approved an amendment and restatement of the Plan, which (among other things) increased the number of shares authorized for issuance under the Plan from 4,900,000 to 6,200,000 and extended the expiration date of the Plan to March 27, 2034.
The Amendment is intended to provide us with capacity to attract, retain and motivate key employees and other service providers who are responsible for our long term success. If approved by the shareholders, the Amendment will become effective on May 19, 2026 (the date of the 2026 Annual Meeting).
The Amendment to the Plan will not become effective unless shareholder approval is obtained. If the shareholders do not approve the Amendment, the Plan will remain in effect but the number of shares that may be issued under the Plan will not be increased. In that case, our ability to grant new equity-based awards under the Plan would be nearly exhausted and, as a result, our ability to attract, retain and motivate talented individuals would be impaired. Without the ability to issue equity-based awards, we would be forced to rely on cash alternatives to provide competitive compensation. The increased use of cash compensation would, among other things, reduce the cash available for investment in our growth.
This proposal requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the proposal and present in person or represented by proxy at the 2026 Annual Meeting. Abstentions have the same effect as a vote against this proposal. Broker non-votes will not be considered entitled to vote on this proposal and will therefore not be counted in determining the number of votes necessary for approval of this proposal. Our named executive officers and directors are eligible to receive awards under the Plan and therefore have an interest in this proposal.
The Plan, as amended by the Amendment, is attached hereto as Exhibit A.
Purpose of the Proposal
Long term equity-based and other forms of incentive compensation have been and are expected to continue to be necessary and key components of our overall compensation program. The Board believes that our ability to grant equity-based incentive compensation will enable us to meet several objectives that are important to the success and growth of our business, including, for example, fostering an ownership mentality that aligns the interests of our management and other personnel with those of our shareholders, and enabling us to attract, motivate, reward and retain talented individuals whose skills, experience and efforts are
