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8-K

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 20, 2015

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 
 
8550
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee of the Board of Directors of Mistras Group, Inc. (the “Company”) awarded restricted stock units (“RSUs”) to certain named executive officers as incentives to retain the executives. The RSUs vest 100% on October 20, 2018. The RSUs granted to the named executive officers are as follows:

Name
 
Number of RSUs
Jonathan Wolk
 
17,500
Michael Lange
 
17,500
Dennis Bertolotti
 
20,500
Michael C. Keefe
 
14,000

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

The Company held its 2015 annual shareholders meeting on October 20, 2015. 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 fiscal year 2016 and approved the Company’s executive compensation program. These were the only matters voted upon at the meeting. The voting results are as follows.

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
 
24,021,966
 
1,301,755
 
 
1,478,246
James Forese
 
25,151,706
 
172,015
 
 
1,478,246
Richard Glanton
 
24,316,264
 
1,007,457
 
 
1,478,246
Michael Lange
 
25,154,186
 
169,535
 
 
1,478,246
Manuel Stamatakis
 
25,026,198
 
297,523
 
 
1,478,246
Sotirios Vahaviolos
 
25,123,643
 
200,078
 
 
1,478,246
W. Curtis Weldon
 
24,393,994
 
929,727
 
 
1,478,246

2.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2015 was ratified based upon the following votes:

 
Number of Votes
 
Votes for ratification
26,771,967
 
Votes against
30,000
 
Abstentions
–    
 

There were no broker non-votes for this item.


1

3. The Company’s executive compensation program was approved on an advisory basis based upon the following votes:

 
Number of Votes
 
Votes for approval
23,230,011
 
Votes against
2,086,796
 
Abstentions
6,914
 
Broker Non-votes
1,478,246
 


Item 8.01. Other Events.

On October 21, 2015, Sotirios Vahaviolos, the Company’s Chairman, Chief Executive Officer and President, distributed the attached correspondence to employees of the Company, informing them of a recently diagnosed medical condition. A copy of this correspondence is attached as Exhibit 99.1.

Item 9.01.  Financial Statement and Exhibits
 
(d)  Exhibits. The following exhibit is furnished with this report.
 
99.1
Correspondence of Sotirios Vahaviolos, Chairman, Chief Executive Officer and President of Mistras Group, Inc.
 

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 21, 2015
By:
    /s/ Michael C. Keefe
 
 
 
Name:
Michael C. Keefe
 
 
 
Title:
Executive Vice President, General Counsel and Secretary
 


Exhibit No.
 
Description
99.1
 
Correspondence of Sotirios Vahaviolos, Chairman, Chief Executive Officer and President of Mistras Group, Inc.


2
Exhibit


HQTS: P: (609) 716-4000 • F: (609) 716-4179
195 Clarksville Road • Princeton Junction, NJ 08550
www.mistrasgroup.com

Sotirios J. Vahaviolos, Ph.D.
Founder, Chairman & Chief Executive Officer

October 21, 2015


Dear Mistras Colleagues:

I want to share with you that I have recently been diagnosed with cancer. My diagnosis is positive as the cancer is localized, treatable and curable.

I have already begun treatment, and my doctors have informed me that I can expect to maintain a regular presence in the office and continue to lead the management of Mistras. When any treatment does require my absence occasionally, I have complete confidence that our strong and experienced executive leadership team will continue to manage the day-to-day operations. During those times that I am absent, Dennis Bertolotti will serve as acting CEO, with the support of Jon Wolk for operations. I am also confident that all of you will continue to carry on serving our customers and delivering Mistras’ world class one source asset protection solutions.

Our Board of Directors fully supports our approach to leading the operations during my treatment.

Thank you all for your kind thoughts and prayers and continued support. I will inform you of my progress as appropriate.

Sincerely,
Sotirios J. Vahaviolos, PhD
Chairman of the Board, Chief Executive Officer and President
Mistras Group, Inc.