Mistras Group Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$MG
Military/Government/Technical
Consumer Discretionary
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 14, 2024
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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.
On May 14, 2024, the Compensation Committee of the Mistras Group, Inc. (the “Company”) Board of Directors awarded Manuel Stamatakis, its Chairman and Interim President and Chief Executive Officer, 125,000 restricted stock units (“RSUs”). These RSUs vest in one year, on May 14, 2025, and upon vesting, each RSU is converted into one share of Mistras common stock. The terms of the award are consistent with the standard term of RSU awards for senior officers. The RSUs will continue in effect should Mr. Stamatakis resign from his positions as Interim President and CEO but remain on the Mistras Board. The terms of the RSU also contain a retirement provision, which means that the RSUs will vest in accordance with its terms on May 14, 2025, should Mr. Stamatakis retire before the RSUS vest, so long as Mr. Stamatakis complies with the restrictive covenants in the RSU terms.
The Compensation Committee granted Mr. Stamatakis this award on account of:
•his outstanding performance as he continues to be the driving force behind Project Phoenix, which has yielded significant benefits to the Company due to Mr. Stamatakis’ leadership,
•leading the transformation of the Company to be a more disciplined, process driven business, focusing on higher margin business while developing strategies to improve the profitability of the Company’s more traditional lower margin business,
•implementing key leadership changes, including the hiring of a Chief Commercial Officer and Chief Transformation Officer,
•guiding the Company to improved operating results, as evidenced by the Company’s financial results in the first quarter of 2024, and
•the increase in shareholder value since Mr. Stamatakis became CEO in October 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its 2024 Annual Shareholders Meeting on May 14, 2024. Shareholders (a) elected the seven nominees to the Board of Directors for one-year terms, (b) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024, (c) approved the Mistras Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan, including to increase the number of shares authorized to be issued, and (d) approved the Company’s executive compensation programs. These were the only matters voted upon at the meeting. The voting results are set forth below.
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 | |||||||||||||||||
| Nicholas DeBenedictis | 20,273,323 | 586,053 | 2,556,656 | |||||||||||||||||
| James J. Forese | 16,739,922 | 4,119,454 | 2,556,656 | |||||||||||||||||
| Richard H. Glanton | 18,176,962 | 2,682,414 | 2,556,656 | |||||||||||||||||
| Michelle J. Lohmeier | 20,510,251 | 349,125 | 2,556,656 | |||||||||||||||||
| Charles P. Pizzi | 18,421,418 | 2,437,958 | 2,556,656 | |||||||||||||||||
| Manuel N. Stamatakis | 20,096,079 | 763,297 | 2,556,656 | |||||||||||||||||
| Sotirios J. Vahaviolos | 20,059,604 | 799,772 | 2,556,656 | |||||||||||||||||
2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 was ratified based upon the following votes:
Number of Votes | ||||||||
Votes for approval | 23,121,707 | |||||||
Votes against | 283,074 | |||||||
Abstentions | 11,251 | |||||||
There were no broker non-votes for this item.
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3. The amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan, including increasing the number of shares authorized for issuance by 1,300,000 shares, was approved based upon the following votes:
Number of Votes | |||||
Votes for approval | 20,091,511 | ||||
Votes against | 722,743 | ||||
Abstentions | 45,122 | ||||
Broker Non-votes | 2,556,656 | ||||
4. The advisory vote on the Company’s executive compensation was approved based upon the following votes:
Number of Votes | ||||||||
Votes for approval | 20,064,888 | |||||||
Votes against | 531,101 | |||||||
Abstentions | 263,387 | |||||||
Broker Non-votes | 2,556,656 | |||||||
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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 20, 2024 | By: | /s/ Michael C. Keefe | |||||||||
| Name: | Michael C. Keefe | ||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||||||||
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