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): October 15, 2013
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Company held its 2013 annual shareholders meeting on October 15, 2013. Shareholders elected the seven 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 fiscal year 2014, approved the Mistras Group 2009 Long-Term Incentive Plan and approved the Company’s executive compensation programs. These were the only matters voted upon at the meeting. The voting results are as follows.
1. The seven nominees for election to the Board of Directors were elected based upon the following votes:
| Nominee |
Votes For | Withheld | Broker Non-votes | |||||||||
| Daniel M. Dickinson |
26,363,888 | 13,034 | 951,441 | |||||||||
| James J. Forese |
26,363,917 | 13,005 | 951,441 | |||||||||
| Richard H. Glanton |
25,738,410 | 638,512 | 951,441 | |||||||||
| Michael J. Lange |
25,649,533 | 727,389 | 951,441 | |||||||||
| Ellen T. Ruff |
25,742,923 | 633,999 | 951,441 | |||||||||
| Manuel N. Stamatakis |
25,643,787 | 733,135 | 951,441 | |||||||||
| Sotirios J. Vahaviolos |
25,643,736 | 733,186 | 951,441 | |||||||||
2. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2014 was ratified based upon the following votes:
| Number of Votes | ||||
| Votes for ratification |
27,310,404 | |||
| Votes against |
1,692 | |||
| Abstentions |
16,267 | |||
There were no broker non-votes for this item.
3. The vote on the Mistras Group 2009 Long-Term Incentive Plan was approved based upon the following votes:
| Number of Votes | ||||
| Votes for approval |
23,619,827 | |||
| Votes against |
2,754,210 | |||
| Abstentions |
2,885 | |||
| Broker Non-votes |
951,441 | |||
4. The advisory vote on the Company’s executive compensation was approved based upon the following votes:
| Number of Votes | ||||
| Votes for approval |
25,306,877 | |||
| Votes against |
1,061,142 | |||
| Abstentions |
8,903 | |||
| Broker Non-votes |
951,441 | |||
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: October 17, 2013 | By: | /s/ Michael C. Keefe | ||||
| Name: | Michael C. Keefe | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
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