Mistras Group, Inc.
For the period ended May 19, 2025. Filed Apr 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Mistras Group, Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
195 Clarksville Road, Princeton Junction, New Jersey 08550
Dear Mistras Shareholder:
April 9, 2025
We are pleased to invite you to attend the 2025 Annual Shareholders Meeting of Mistras Group, Inc. The annual meeting will be held on Monday, May 19, 2025, at 11:00 a.m., Eastern Time. The annual meeting will be conducted completely virtual, via a live webcast. You will be able to attend and participate in our annual meeting by visiting www.virtualshareholdermeeting.com/MG2025, where you will be able to listen to the annual meeting live, vote your shares and submit questions. There will be no physical meeting location.
At the annual meeting, you and our other shareholders will be asked to vote on the following:
| • | Elect seven directors to our Board of Directors; |
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| • | Ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2025; |
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| • | Approve, on an advisory basis, the compensation of Mistras Group, Inc.’s named executive officers; |
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| • | Conduct any other business which properly comes before the meeting. |
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You are entitled to participate in the virtual meeting if you were a shareholder as of the close of business on March 24, 2025, the record date, or hold a legal proxy for the annual meeting provided by your bank, broker, or nominee. To participate in the annual meeting webcast at www.virtualshareholdermeeting.com/MG2025, you must enter the control number found on your proxy card, voting instruction form or notice you receive. You may vote online during the annual meeting by following the instructions available on the annual meeting website during the annual meeting. Whether or not you plan to attend the annual meeting online, we urge you to vote and submit your proxy in advance of the annual meeting by one of the methods described in the proxy materials for the annual meeting.
Sincerely,
| Manuel N. StamatakisExecutive Chairman of the Board | Natalia ShumanPresident and Chief Executive Officer |
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195 Clarksville Road, Princeton Junction, New Jersey 08550
Notice of Annual Meeting
April 9, 2025
The 2025 Annual Shareholders Meeting of Mistras Group, Inc. will be held on Monday, May 19, 2025, at 11:00 a.m., Eastern Time. The meeting will be held exclusively via webcast at www.virtualshareholdermeeting.com/MG2025. There will be no physical location of the meeting and you will only be able to attend the annual meeting via the webcast. The details of the meeting are as follows:
| MEETING DETAILS | |||
| Time and DateMay 19, 2025Monday at 11:00 a.m. Eastern Time | LocationWebcast at www.virtualshareholdermeeting.com/MG2025 | Record DateMarch 24, 2025 | |
ITEMS OF BUSINESS:
| 1 | Election of seven directors, constituting the entire Board of Directors. |
| 2 | Ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2025. |
| 3 | Approve, on an advisory basis, the compensation of Mistras Group, Inc.’s named executive officers |
Who can vote: Holders of Mistras Group, Inc. common stock as of the close of business on March 24, 2025, are entitled to vote at the meeting and any adjournment or postponement of the meeting.
Attending the Meeting: Shareholders as of the close of business on March 24, 2025, or their duly appointed proxies, may attend the meeting online. To attend the 2025 annual meeting, go to www.virtualshareholdermeeting.com/MG2025, then enter the control number found on your proxy card, voting instruction form or notice you receive. You may vote during the meeting by following the instructions available on the meeting website during the meeting.
Voting by proxy: Please submit your proxy and/or voting instructions as described in the accompanying proxy statement or other proxy materials you receive promptly so that a quorum may be represented at the meeting.
By order of the Board of Directors
MICHAEL C. KEEFE
Executive Vice President,
General Counsel and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS.
This Proxy Statement and the Mistras Group, Inc. 2024 Annual Report are available electronically on the Internet at
www.proxyvote.com and on the Company’s website at http://investors.mistrasgroup.com/financial-information.
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