[8-K] Mesa Laboratories Inc Reports Material Event

Rhea-AI Filing Summary

Mesa Laboratories, Inc. held its annual meeting on August 22, 2025. Holders of 5,501,454 shares were entitled to vote and 5,203,377 shares were represented in person or by proxy. Seven director nominees — John J. Sullivan, Gary M. Owens, Jennifer S. Alltoft, Shannon M. Hall, Shiraz S. Ladiwala, R. Tony Tripeny and Mark C. Capone — were each elected to one-year terms through the 2026 annual meeting. The board then appointed committee members. Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026. On a non-binding advisory basis, shareholders approved the compensation of the company’s named executive officers as disclosed in the proxy statement.

Positive

• All seven board nominees were elected to one-year terms, preserving board continuity
• Baker Tilly US, LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2026
• High shareholder participation: 5,203,377 of 5,501,454 entitled shares were represented

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual meeting results: full slate re-elected and governance items ratified, signaling shareholder continuity.

The election of all seven director nominees to one-year terms and the subsequent committee appointments indicate continuity in board leadership and oversight. The non-binding advisory approval of executive compensation provides a clear shareholder signal of support for the disclosed pay program, though it does not compel changes. Overall, these results reflect routine governance outcomes without evidence of contested races or shareholder dissent in the disclosed vote counts.

Audit/Financial Analyst

TL;DR: Auditor ratification is a standard annual governance action; Baker Tilly retained for fiscal 2026.

Shareholder ratification of Baker Tilly US, LLP as Mesa’s independent registered public accounting firm for the year ending March 31, 2026, is a routine but important procedural approval that allows the company to proceed with external audit engagement. The reported voting participation (5,203,377 of 5,501,454 entitled shares) demonstrates high representation at the meeting. No financial metrics or material transactions were disclosed in this filing to affect near-term financial analysis.

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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): August 22, 2025

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation) 0-11740 (Commission File Number) 84-0872291
(I.R.S. Employer
Identification No.)

12100 West Sixth Avenue, Lakewood, Colorado
(Address of principal executive offices) 80228

(Zip Code)

Registrant’s telephone number, including area code: 303-987-8000

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 under Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		MLAB		The Nasdaq Stock Market LLC

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.  ☐

ITEM 5.07          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 22, 2025, the Company held its annual meeting of shareholders (the “Annual Meeting”). Holders of 5,501,454 shares of Mesa’s common stock were entitled to vote, of which 5,203,377 shares were represented in person or by proxy at the Annual Meeting.

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting, are as follows:

Proposal 1 – Election of directors

Each of John J. Sullivan, Gary M. Owens, Jenny S. Alltoft, Shannon M. Hall, Shiraz S. Ladiwala, R. Tony Tripeny, and Mark C. Capone was elected to the board of directors of Mesa to hold office for a one-year term, until the 2026 annual meeting of shareholders:

		For				Withheld				Broker Non-Votes
John J. Sullivan, Ph.D.			4,690,793				195,707				316,877
Gary M. Owens			4,717,660				168,840				316,877
Jennifer S. Alltoft			4,775,822				110,678				316,877
Shannon M. Hall			4,767,236				119,264				316,877
Shiraz S. Ladiwala			4,788,493				98,007				316,877
R. Tony Tripeny			4,844,064				42,436				316,877
Mark C. Capone			4,845,315				41,185				316,877

Subsequent to the election of the board members, the Board of Directors appointed members to its committees as follows: 

Audit Committee				Compensation Committee				Nominating and Corporate Governance Committee
	R. Tony Tripeny, Chair				Mark C. Capone, Chair				Jennifer S. Alltoft, Chair
	Jennifer S. Alltoft				Shannon M. Hall				Shannon M. Hall
	Mark C. Capone				R. Tony Tripeny				Shiraz S. Ladiwala

Proposal 2 – Ratification of the selection by our Audit Committee of Baker Tilly US, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026

The appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2026 was approved:

For		Against		Abstain		Broker  Non-Votes
5,200,789		1,732		856		-

Proposal 3 – Approval on a non-binding basis of the compensation of the Company's named executive officers

The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis:

For		Against		Abstain		Broker  Non-Votes
4,476,544		275,297		134,659		316,877

Proposal 4 – Approval of an amendment to the Mesa Laboratories, Inc. 2021 Equity Incentive Plan

The amendment to the Company’s 2021 Equity Incentive Plan was approved:

For		Against		Abstain		Broker  Non-Votes
4,601,685		247,476		37,339		316,877

SIGNATURES

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.

DATE: August 25, 2025		Mesa Laboratories, Inc.
		(Registrant)
	BY:	/s/ Gary M. Owens
		Gary M. Owens
		President and Chief Executive Officer

FAQ

How many Mesa Laboratories (MLAB) shares were entitled to vote at the 2025 annual meeting?

A total of 5,501,454 shares of Mesa common stock were entitled to vote.

How many shares were represented in person or by proxy at Mesa Laboratories' 2025 meeting?

5,203,377 shares were represented in person or by proxy at the annual meeting.

Who was elected to Mesa Laboratories' board at the August 22, 2025 meeting?

The elected directors were John J. Sullivan, Gary M. Owens, Jennifer S. Alltoft, Shannon M. Hall, Shiraz S. Ladiwala, R. Tony Tripeny, and Mark C. Capone.

Which firm was ratified as Mesa Laboratories' auditor for fiscal year ending March 31, 2026?

Baker Tilly US, LLP was ratified as the company’s independent registered public accounting firm for that fiscal year.

Was executive compensation approved at Mesa Laboratories' 2025 annual meeting?

Yes, shareholders approved the compensation of the company’s named executive officers on a non-binding advisory basis as disclosed in the proxy statement.