Mistras Group, Inc. - FORM 8-K - May 22, 2020


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 19, 2020
 
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):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
 
o            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 SymbolName of each exchange on which registered
Common Stock, par value $.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.  ☐



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

The Company held its 2020 annual shareholders meeting on May 19, 2020. Shareholders 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 2020, approved an amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance by 2 million 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
23,130,062
450,202
2,249,034
Nicholas DeBenedictis
22,533,334
1,046,930
2,249,034
James J. Forese
22,916,544
663,720
2,249,034
Richard H. Glanton
22,635,498
944,766
2,249,034
Michelle J. Lohmeier
23,471,234
109,030
2,249,034
Manuel N. Stamatakis
21,323,134
2,257,130
2,249,034
Sotirios J. Vahaviolos
23,105,544
474,720
2,249,034
W. Curtis Weldon
22,849,923
730,341
2,249,034

2. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020 was ratified based upon the following votes:

Number of Votes
Votes for approval
25,687,703
Votes against
134,431
Abstentions
7,164

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 2 million shares was approved based upon the following votes:

Number of Votes
Votes for approval
18,555,203
Votes against
5,022,908
Abstentions
2,155
Broker Non-votes
2,249,034

4. The advisory vote on the Company’s executive compensation was approved based upon the following votes:

Number of Votes
Votes for approval
23,118,932
Votes against
284,905
Abstentions
176,427
Broker Non-votes
2,249,034


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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 22, 2020By:/s/ Michael C. Keefe
  Name:Michael C. Keefe
  Title:Executive Vice President, General Counsel and Secretary

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Mistras Group, Inc. Reports