Mistras Group (MG) investors back directors, pay plan and PwC at 2026 meeting

Rhea-AI Filing Summary

Mistras Group, Inc. reported the results of its 2026 annual shareholders meeting. Shareholders elected seven directors to one-year terms, with each nominee receiving over 25.6 million votes for and more than 3.5 million broker non-votes recorded.

Shareholders strongly ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 29,907,768 votes for, 164,402 against and 12,706 abstentions. They also approved an amendment to the Amended and Restated 2016 Long-Term Incentive Plan, with 25,998,434 votes for and 504,542 against, and gave advisory approval to the company’s executive compensation programs with 26,123,604 votes for and 212,125 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification votes for: 29,907,768 votes Incentive plan amendment approval: 25,998,434 votes Say-on-pay approval: 26,123,604 votes +2 more

5 metrics

Auditor ratification votes for 29,907,768 votes Ratification of PricewaterhouseCoopers LLP for 2026

Incentive plan amendment approval 25,998,434 votes Votes for amendment to 2016 Long-Term Incentive Plan

Say-on-pay approval 26,123,604 votes Advisory vote for executive compensation programs

Highest director support 26,358,575 votes Votes for nominee Charles P. Pizzi

Broker non-votes on director items 3,536,377 votes Per director election item

Key Terms

independent registered public accounting firm, Long-Term Incentive Plan, broker non-votes, advisory vote, +1 more

5 terms

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Long-Term Incentive Plan financial

"approved the Amendment to the MISTRAS Group, Inc., Amended and Restated 2016 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

broker non-votes financial

"The seven nominees for election to the Board of Directors were elected based upon the following votes ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"The advisory vote on the Company’s executive compensation was approved based upon the following votes"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

executive compensation programs financial

"approved the Company’s executive compensation programs"

Understanding 8-K Material Events →

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 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

3

FAQ

What did Mistras Group (MG) shareholders decide at the 2026 annual meeting?

Shareholders elected seven directors to one-year terms and approved all proposals, including auditor ratification, an amendment to the 2016 Long-Term Incentive Plan, and the advisory vote on executive compensation, reflecting broad support across governance and compensation matters.

Which directors were elected to Mistras Group (MG)’s board in 2026 and with how many votes?

Seven nominees, including Nicholas DeBenedictis, James J. Forese and others, were elected with votes for each ranging from about 25.66 million to 26.36 million, alongside approximately 3.54 million broker non-votes recorded for each board seat.

Did Mistras Group (MG) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 29,907,768 votes for, 164,402 votes against and 12,706 abstentions, and there were no broker non-votes reported for this agenda item.

Was the amendment to Mistras Group (MG)’s 2016 Long-Term Incentive Plan approved?

Yes, shareholders approved the amendment to the Amended and Restated 2016 Long-Term Incentive Plan with 25,998,434 votes for, 504,542 against, 45,523 abstentions and 3,536,377 broker non-votes, indicating solid support for the company’s equity-based compensation framework.

How did Mistras Group (MG) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation with 26,123,604 votes for, 212,125 against, 212,770 abstentions and 3,536,377 broker non-votes, signaling general shareholder backing of the company’s executive pay programs and overall compensation philosophy.