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MG · Current Report (Form 8-K) · Filed May 20, 2026

Mistras Group Inc — Current Report (Form 8-K)

Form
8-K
Filed
May 20, 2026
Period
May 19, 2026
Ticker
MG
Accession
0001628280-26-036918
Boardroom Alpha · Filing insights

Seven directors elected; PwC retained as auditor; LTIP amendment and executive compensation programs approved.

About Mistras Group Inc
Market cap
$574M
1Y TSR
+130.0%
3Y TSR
+33.7%
Board grade
C+
Sector
Industrials
CEO
Natalia Shuman-Fabbri
Last annual meeting: May 19, 2026 · View full Mistras Group Inc profile →
Document

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueMGNew 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
26,230,415318,0843,536,377
James J. Forese
26,110,436438,0633,536,377
Richard H. Glanton
25,663,880884,6193,536,377
Michelle J. Lohmeier
26,271,656276,8433,536,377
Charles P. Pizzi
26,358,575189,9243,536,377
Natalia Shuman
26,280,588267,9113,536,377
Manuel N. Stamatakis
25,691,998856,5013,536,377
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, 2026By:/s/ Eileen M. Coggins
  Name:Eileen M. Coggins
  Title:Executive Vice President, General Counsel and Secretary

3
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Reference

Frequently asked questions

When did Mistras Group Inc file this 8-K?
Mistras Group Inc (MG) filed this Current Report (Form 8-K) with the SEC on May 20, 2026. The accession number assigned by EDGAR is 0001628280-26-036918.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Seven directors elected; PwC retained as auditor; LTIP amendment and executive compensation programs approved. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Mistras Group Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Mistras Group Inc has filed under CIK 1436126, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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