Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
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
8550
(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
Item 5.07.Submission of Matters to a Vote of Security Holders
Mistras Group, Inc. (the “Company”) held its 2026 annual shareholders meeting on May 19, 2026. Shareholders (1) elected the seven nominees to the Company’s Board of Directors for one-year terms, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026, (3) approved the Amendment to the MISTRAS Group, Inc., Amended and Restated 2016 Long-Term Incentive Plan; and (4) 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 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
26,230,415
318,084
3,536,377
James J. Forese
26,110,436
438,063
3,536,377
Richard H. Glanton
25,663,880
884,619
3,536,377
Michelle J. Lohmeier
26,271,656
276,843
3,536,377
Charles P. Pizzi
26,358,575
189,924
3,536,377
Natalia Shuman
26,280,588
267,911
3,536,377
Manuel N. Stamatakis
25,691,998
856,501
3,536,377
2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 was ratified based upon the following votes:
Number of Votes
Votes for approval
29,907,768
Votes against
164,402
Abstentions
12,706
There were no broker non-votes for this item.
3.The approval of the Amendment to the MISTRAS Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan was approved based on the following votes:
Number of Votes
Votes for approval
25,998,434
Votes against
504,542
Abstentions
45,523
Broker Non-votes
3,536,377
4.The advisory vote on the Company’s executive compensation was approved based upon the following votes:
Number of Votes
Votes for approval
26,123,604
Votes against
212,125
Abstentions
212,770
Broker Non-votes
3,536,377
2
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 20, 2026
By:
/s/ Eileen M. Coggins
Name:
Eileen M. Coggins
Title:
Executive Vice President, General Counsel and Secretary