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Form 8-K Mistras Group, Inc. For: May 24

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May 26, 2021 3:14 PM EDT
mg-20210524
0001436126false00014361262021-05-262021-05-26

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 24, 2021
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 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. o 



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

The Company held its 2021 annual shareholders meeting on May 24, 2021. 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 2021 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
22,986,879
462,839
2,721,536
Nicholas DeBenedictis
23,274,346
175,372
2,721,536
James J. Forese
22,800,731
648,987
2,721,536
Richard H. Glanton
20,969,784
2,479,934
2,721,536
Michelle J. Lohmeier
23,134,589
315,129
2,721,536
Charles Pizzi
23,332.808
116,910
2,721,536
Manuel N. Stamatakis
20,577,572
2,872,146
2,721,536
Sotirios J. Vahaviolos
22,614,336
835,382
2,721,536

2. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021 was ratified based upon the following votes:
Number of Votes
Votes for approval
25,965,696
Votes against
191,692
Abstentions
13,866

There were no broker non-votes for this item.

3. The advisory vote on the Company’s executive compensation was approved based upon the following votes:
Number of Votes
Votes for approval
22,872,391
Votes against
437,298
Abstentions
185,029
Broker Non-votes
2,721,536


2

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 26, 2021By:/s/ Michael C. Keefe
  Name:Michael C. Keefe
  Title:Executive Vice President, General Counsel and Secretary

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