Mastech Digital, Inc 8-K, filed May 19, 2025
Mastech Digital, Inc. (MHH)
About this 8-K
Mastech Digital, Inc filed this 8-K on May 19, 2025, reporting on events of May 14, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to Mastech Digital, Inc. Stock Incentive Plan
As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Mastech Digital, Inc. (the “Company”) held on May 14, 2025, the Company’s shareholders approved an amendment (the “First Amendment”) to the Company’s Stock Incentive Plan, as amended and restated effective May 14, 2024 (the “Plan”), to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares.
A copy of the First Amendment, as proposed at the Annual Meeting, was included as Exhibit A to the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), which Proxy Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2025, and is available at the SEC’s website at www.sec.gov, and a copy of the Plan, as in effect prior to shareholder approval of the First Amendment at the Annual Meeting, was included as Exhibit B to the Proxy Statement. The terms and conditions of the Plan, as amended, and information pertaining to certain participants in the Plan, as amended, are described in detail in the Proxy Statement.
The foregoing description of the First Amendment is qualified in its entirety by the terms of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 14, 2025, the Company held its Annual Meeting. The Company solicited proxies for the Annual Meeting pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the shareholders of the Company: (1) elected the two nominees for Class II directors, (2) approved the First Amendment to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares, (3) approved the compensation of the Company’s named executive officers and (4) approved a one-year frequency for the advisory vote on executive compensation. Notwithstanding the vote required by the Company’s bylaws, Proposal 3 (an advisory vote on named executive officer compensation) and Proposal 4 (an advisory vote on the frequency of the advisory vote on named executive officer compensation) are advisory votes only and are not binding on the Company.
The final results of the votes regarding each proposal are set forth below.
Proposal 1 — Election to the Company’s Board of Directors of two (2) Class II directors to serve for three-year terms or until their respective successors shall have been elected and qualified:
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Ashok Trivedi |
9,350,131 | 677,704 | 0 | |||||||||
| Nirav Patel |
9,492,522 | 535,313 | 0 | |||||||||
Proposal 2 — Approval of the First Amendment to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 8,418,638 | 1,608,316 | 881 | 0 |
Proposal 3 — A non-binding advisory vote on the compensation of the named executive officers of the Company:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 10,018,858 | 7,209 | 1,768 | 0 |
Proposal 4 — A non-binding advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers:
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker | ||||
| 9,799,430 | 685 | 225,529 | 2,191 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | First Amendment to Mastech Digital, Inc. Stock Incentive Plan, as Amended and Restated | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| MASTECH DIGITAL, INC. | ||
| By: | /s/ Kannan Sugantharaman | |
| Name: | Kannan Sugantharaman | |
| Title: | Chief Financial Officer | |
May 19, 2025
Exhibit 10.1
FIRST AMENDMENT TO
MASTECH DIGITAL, INC.
STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED)
RECITALS
WHEREAS, Mastech Digital, Inc., a Pennsylvania corporation (the “Company”), maintains the Mastech Digital, Inc. Stock Incentive Plan, as amended and restated (the “Plan”);
WHEREAS, the Plan was originally effective as of October 1, 2008, was amended and restated effective as of May 14, 2014, was further amended on May 18, 2016, May 16, 2018, May 15, 2019, May 13, 2020 and May 10, 2023, and was amended and restated effective as of May 14, 2024;
WHEREAS, Section 19 of the Plan provides that the Board of Directors (the “Board”) of the Company may amend the Plan subject to certain limitations;
WHEREAS, the Plan currently authorizes the issuance of up to 5,400,000 shares of common stock, par value $.01 per share, of the Company (“Stock”) and the Board has resolved that it is in the best interest of the Company and its shareholders to amend the Plan to increase the number of shares of Stock that may be issued pursuant to the Plan by 800,000 shares; and
WHEREAS, the requisite shareholders of the Company have approved the foregoing amendment.
NOW, THEREFORE, the Plan is amended in the following respects:
AMENDMENT
1. The first sentence of Section 5 of the Plan shall be deleted in its entirety and replaced with the following:
“Shares Subject to the Plan. The number of shares of Stock which may be issued pursuant to the Plan shall be 6,200,000 shares, subject to adjustment as provided in Section 14, all of which may be issued as Incentive Stock Options.”
2. Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.
* * *
[SIGNATURE PAGE FOLLOWS]
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The undersigned hereby certifies that the foregoing amendment to the Plan was duly approved and adopted and has executed this amendment to the Plan as of May 14, 2025.
| MASTECH DIGITAL, INC. | ||
| By: | /s/ Kannan Sugantharaman | |
| Name: Kannan Sugantharaman | ||
| Title: Chief Financial Officer | ||
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