Mistras Group Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated September 17, 2026, under which Athena Merger Sub, Inc. will merge with and into Mistras Group, Inc., with Mistras surviving as a wholly owned subsidiary of Athena Purchaser, LLC, and outstanding shares generally converted into the right to receive $20.35 per share in cash.

   More detail

   Proposal 1 asks stockholders to adopt the September 17, 2026 merger agreement with Athena Purchaser, LLC and Athena Merger Sub, Inc. The transaction is structured as a reverse triangular merger in which Acquisition Sub merges into Mistras, leaving Mistras as a wholly owned subsidiary of Parent. If completed, ordinary shares generally will be converted into the right to receive $20.35 per share in cash, subject to withholding and appraisal rights. The proposal would end Mistras’s status as a publicly traded NYSE company and result in delisting and deregistration. The Board is seeking approval to consummate a negotiated sale that it believes provides immediate liquidity and certainty of value. The Board cited the cash premium, negotiated price increases from H.I.G.’s earlier offers, Baird’s fairness opinion, the post-signing go-shop process, and the absence of a financing condition. It also considered risks of remaining independent, including customer and oil-and-gas concentration, commodity volatility, leverage constraints, execution risk under the standalone plan, and credit-rating pressure. The transaction is subject to stockholder approval and other closing conditions, including regulatory clearances and the absence of legal restraints. The Board unanimously recommends voting FOR the proposal, while noting that failure to approve would leave the Company public and could expose it to transaction costs, market-price decline, and potential termination-fee obligations.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Approve, if necessary or appropriate, adjournment of the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

   More detail

   Proposal 2 asks stockholders to authorize an adjournment of the Special Meeting if additional time is needed to solicit proxies for the Merger Proposal. The authority could be used to move the meeting to a later date or dates when the vote count is insufficient to approve the merger. Approval would permit the chairperson or another authorized presiding officer to continue solicitation rather than allowing an initially inconclusive vote to determine the outcome. Stockholders who already submitted proxies could revoke them before those proxies are used at the adjourned meeting. The proposal does not itself approve the merger and does not change the required vote for the Merger Proposal. An adjournment for lack of a quorum is separately available under the Company’s bylaws and does not require approval of this proposal. The Merger Agreement also limits postponements and adjournments, including limits on the number and duration absent Parent’s consent. The proposal will not be presented if the Merger Agreement has already been adopted at the Special Meeting. The Board unanimously recommends voting FOR because preserving the ability to solicit additional votes supports consideration of the principal transaction by the stockholders.

3. 3

   Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, merger-related compensation that will or may become payable to the Company’s named executive officers, as disclosed under Item 402(t) of Regulation S-K.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, specified compensation payable or potentially payable to the named executive officers in connection with the merger. The resolution covers the agreements and understandings disclosed under Item 402(t) of Regulation S-K. The disclosed amounts include cash severance, merger-related retention bonuses, the cash-out of options and restricted stock units, and continued health and welfare benefits. The estimated totals range from approximately $2.47 million for Gennaro D’Alterio to approximately $13.05 million for Manuel Stamatakis under the filing’s assumptions. Much of the equity-award treatment is single-trigger because awards are cancelled and settled upon the merger, while severance and portions of retention bonuses are generally double-trigger and depend on qualifying termination or continued employment conditions. The Company states that the arrangements reflect pre-existing employment agreements, negotiated treatment of equity awards, retention needs, and compensation intended to support continuity through closing and transition. Approval is not a condition to completion of the merger and disapproval would not reduce the contractual obligations described in the proxy statement. The advisory result is not binding on the Company, the Board, or Parent, and the Board may proceed with the arrangements if otherwise enforceable. The Board unanimously recommends voting FOR the proposal.

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When is the Mistras Group Inc 2026 special meeting?

Mistras Group Inc (MG) holds its 2026 special shareholder meeting on Tuesday, November 24, 2026.

What is the record date for the Mistras Group Inc 2026 meeting?

The record date for the Mistras Group Inc 2026 meeting is Monday, October 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Mistras Group Inc's 2026 meeting?

The board is presenting 6 director nominees at the Mistras Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Mistras Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Mistras Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.