{"url_path":"/sec/mg/8-k/2026-05-20/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1436126/0001628280-26-036918-index.html","accession_number":"0001628280-26-036918","cik":"0001436126","ticker":"MG","issuer_name":"Mistras Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1436126/0001628280-26-036918-index.html","primary_entity_key":"0001436126","primary_entity_name":"Mistras Group, Inc."},"word_count":316,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders\n\nMistras 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.\n\n1. The seven nominees for election to the Board of Directors were elected based upon the following votes:\n\nNominee\n\nVotes For\n\nWithheld\n\nBroker Non-Votes\n\nNicholas DeBenedictis\n26,230,415318,0843,536,377\n\nJames J. Forese\n26,110,436438,0633,536,377\n\nRichard H. Glanton\n25,663,880884,6193,536,377\n\nMichelle J. Lohmeier\n26,271,656276,8433,536,377\n\nCharles P. Pizzi\n26,358,575189,9243,536,377\n\nNatalia Shuman\n26,280,588267,9113,536,377\n\nManuel N. Stamatakis\n25,691,998856,5013,536,377\n\n2. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 was ratified based upon the following votes:\n\nNumber of Votes\n\nVotes for approval\n29,907,768\n\nVotes against\n164,402\n\nAbstentions\n12,706\n\nThere were no broker non-votes for this item.\n\n3. 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:\n\nNumber of Votes\n\nVotes for approval\n25,998,434\n\nVotes against\n504,542\n\nAbstentions\n45,523\n\nBroker Non-votes\n3,536,377\n\n4. The advisory vote on the Company’s executive compensation was approved based upon the following votes:\n\nNumber of Votes\n\nVotes for approval\n26,123,604\n\nVotes against\n212,125\n\nAbstentions\n212,770\n\nBroker Non-votes\n3,536,377\n\n2\n\nSIGNATURE\n\nPursuant 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.\n\n \n\n MISTRAS GROUP, INC.\n\n   \n\n   \n\nDate: May 20, 2026By:/s/ Eileen M. Coggins\n\n  Name:Eileen M. Coggins\n\n  Title:Executive Vice President, General Counsel and Secretary\n\n3"}