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 15, 2018

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 2018 annual shareholders meeting on May 15, 2018. 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 2018 and 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 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
 
25,236,481
 
331,677
 
 
864,120
Nicholas DeBenedictis
 
24,550,341
 
1,017,817
 
 
864,120
James Forese
 
25,382,713
 
185,445
 
 
864,120
Richard Glanton
 
25,175,625
 
392,533
 
 
864,120
Michael Lange
 
23,849,027
 
1,719,131
 
 
864,120
Manuel Stamatakis
 
24,557,900
 
1,010,258
 
 
864,120
Sotirios Vahaviolos
 
24,897,686
 
670,472
 
 
864,120
W. Curtis Weldon
 
25,175,745
 
392,413
 
 
864,120

2.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018 was ratified based upon the following votes:


Number of Votes
 
Votes for approval
26,414,989
 
Votes against
17,289
 
Abstentions
-0-
 

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
25,495,994
 
Votes against
70,124
 
Abstentions
2,040
 
Broker Non-votes
864,120
 











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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 17, 2018
By:
    /s/ Michael C. Keefe
 
 
 
Name:
Michael C. Keefe
 
 
 
Title:
Executive Vice President, General Counsel and Secretary
 



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