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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 10, 2023

 

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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			MG			New 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 

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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.

Mistras Group, Inc. (the “Company”) announced on October 9, 2023, that its then Executive Chairman, Sotirios Vahaviolos, was retiring as Chairman. Dr. Vahaviolos has agreed to continue his employment with the Company as a Strategic Advisor to the Chief Executive Officer. Dr. Vahaviolos’ total compensation will remain $300,000 annually as previously announced, with $100,000 being his salary for serving as a Strategic Advisor and the remaining $200,000 for director fees.

Item 7.01 Regulation FD Disclosure.

On October 12, 2023, the Company issued a press release announcing the grant and exercise price for stock options awarded to the Company’s Interim President and Chief Executive Officer, Manuel Stamatakis. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by the Company on October 12, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 13, 2023			By:			/s/ Edward J. Prajzner
						Name:			Edward J. Prajzner
						Title:			Senior Executive Vice President and Chief Financial Officer

Exhibit No.						Description

99.1         Press release issued by the Company on October 12, 2023.

104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

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