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): October 18, 2016

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 5.03. Amendments to Articles of Incorporation or Bylaw; Change in Fiscal Year.
On October 18, 2016, the shareholders of Mistras Group, Inc. (the “Company”) approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter”). The amendment modifies Article VIII of the Charter to allow the holders of a majority of the Company’s common stock to remove directors with or without cause. Previously, Article VIII of the Charter allowed a majority of shareholders to remove directors only for cause. This amendment was effective October 19, 2016, the date on which the amendment was filed with the Delaware Secretary of State.

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

The Company held its 2016 annual shareholders meeting on October 18, 2016. 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 2017, approved an amendment to the Company's Charter, approved the Mistras Group, Inc. 2016 Long-Term Incentive Plan 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
 
25,258,460
 
240,712
 
 
1,274,292
James Forese
 
25,170,950
 
328,222
 
 
1,274,292
Richard Glanton
 
25,043,306
 
455,866
 
 
1,274,292
Michael Lange
 
25,185,155
 
314,017
 
 
1,274,292
Manuel Stamatakis
 
24,456,858
 
1,042,314
 
 
1,274,292
Sotirios Vahaviolos
 
25,136,432
 
362,740
 
 
1,274,292
W. Curtis Weldon
 
24,583,714
 
915,458
 
 
1,274,292

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


Number of Votes
 
Votes for approval
26,768,784
 
Votes against
4,249
 
Abstentions
431
 

There were no broker non-votes for this item.

3. The amendment to the Company's Charter was approved based upon the following votes:

 
Number of Votes
 
Votes for approval
26,731,578
 
Votes against
6,019
 
Abstentions
35,867
 

There were no broker non-votes for this item.


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4. The Mistras Group, Inc. 2016 Long-Term Incentive Plan was approved based upon the following votes:

 
Number of Votes
 
Votes for approval
24,215,954
 
Votes against
1,281,722
 
Abstentions
1,496
 
Broker Non-votes
1,274,292
 

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

 
Number of Votes
 
Votes for approval
24,999,809
 
Votes against
497,344
 
Abstentions
2,019
 
Broker Non-votes
1,274,292
 


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 20, 2016
By:
    /s/ Michael C. Keefe
 
 
 
Name:
Michael C. Keefe
 
 
 
Title:
Executive Vice President, General Counsel and Secretary
 



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