Document
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 16, 2017

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 
 
08550
Princeton Junction, New Jersey 
 
(Zip Code)
(Address of principal executive offices)
 
 
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))





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

The Company held its 2017 annual shareholders meeting on May 16, 2017. 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 2017, approved the Company’s executive compensation programs, and approved the Board of Director’s recommendation of one year as the frequency for holding an advisory shareholder vote on executive compensation. 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
 
23,838,169
 
1,002,680
 
 
1,493,452
James Forese
 
24,584,706
 
256,143
 
 
1,493,452
Richard Glanton
 
24,618,837
 
222,012
 
 
1,493,452
Michael Lange
 
24,626,803
 
214,046
 
 
1,493,452
Manuel Stamatakis
 
24,265,811
 
575,038
 
 
1,493,452
Sotirios Vahaviolos
 
24,608,971
 
231,878
 
 
1,493,452
W. Curtis Weldon
 
24,652,452
 
188,397
 
 
1,493,452

2.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017 was ratified based upon the following votes:


Number of Votes
 
Votes for approval
26,220,625
 
Votes against
39,044
 
Abstentions
74,632
 

There were no broker non-votes for this item.

3. Advisory vote on the Company's executive compensation was approved based upon the following votes:
 
Number of Votes
 
Votes for approval
24,340,279
 
Votes against
421,984
 
Abstentions
78,586
 
Broker Non-votes
1,493,452
 

4. Shareholders approved the Board of Director’s recommendation of one year as the frequency of an advisory shareholder vote on the Company’s executive compensation based upon the following votes:
 
Number of Votes
 
One year
22,535,410
 
Two years
291,272
 
Three years
1,939,776
 
Abstentions
74,391
 
Broker Non-votes
1,493,452
 

1



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 18, 2017
By:
    /s/ Michael C. Keefe
 
 
 
Name:
Michael C. Keefe
 
 
 
Title:
Executive Vice President, General Counsel and Secretary
 



2