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MISTRAS GROUP INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and MISTRAS GROUP INC.’s Form 8-K, filed May 20, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

11Reported items
111Asset managers
1,308Fund votes
May 14, 2024Meeting date

Results at a glance

Meeting of May 14, 2024: 10 items on MISTRAS GROUP INC.’s Form 8-K, filed May 20, 2024: 7 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore MISTRAS GROUP INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by MISTRAS GROUP INC.

These tallies are MISTRAS GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 20, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

MISTRAS GROUP INC. — official shareholder meeting results, meeting held May 14, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Nicholas DeBenedictis	20,273,323	--	--	586,053	2,556,656	97%	Elected	—
Elect Director: James J. Forese	16,739,922	--	--	4,119,454	2,556,656	80%	Elected	—
Elect Director: Richard H. Glanton	18,176,962	--	--	2,682,414	2,556,656	87%	Elected	—
Elect Director: Michelle J. Lohmeier	20,510,251	--	--	349,125	2,556,656	98%	Elected	—
Elect Director: Charles P. Pizzi	18,421,418	--	--	2,437,958	2,556,656	88%	Elected	—
Elect Director: Manuel N. Stamatakis	20,096,079	--	--	763,297	2,556,656	96%	Elected	—
Elect Director: Sotirios J. Vahaviolos	20,059,604	--	--	799,772	2,556,656	96%	Elected	—
2. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024	23,121,707	283,074	11,251	--	--	99%	Approved	—
The amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan, including increasing the number of shares authorized for issuance by 1,300,000 shares, was approved based upon the following votes:	20,091,511	722,743	45,122	--	2,556,656	97%	Approved	—
4. Advisory vote on the Company's executive compensation	20,064,888	531,101	263,387	--	2,556,656	97%	Approved	—

Source: MISTRAS GROUP INC., Form 8-K, filed with the SEC on May 20, 2024 — read the filing on EDGAR.

How asset managers voted at the MISTRAS GROUP INC. 2023-2024 meeting

Each item below shows how the 111 asset managers that disclosed a MISTRAS GROUP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of MISTRAS GROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Charles P. Pizzi

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 18,421,418WITHHELD: 2,437,958

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: Charles P. Pizzi

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: Charles P. Pizzi”): 18,421,418 for, 2,437,958 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 5,071,338 for, 1,165,095 withheld, 192,085 abstained, 1,648 unknown.

FORWITHHOLD

FOR: 5,071,338ABSTAIN: 192,085WITHHOLD: 1,165,095UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: Charles P. Pizzi” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,174,122	0	0	For
Dimensional	1,039,026	0	0	For
Royce	914,412	0	0	For
BlackRock	0	0	682,014	Withhold
Federated Hermes	680,245	0	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	0	For
Fidelity	355,653	0	0	For
BRIDGEWAY FUNDS INC	0	0	244,250	Withhold
EA Series Trust	0	169,424	0	Abstain
DWS	159,415	0	0	For
TIAA	0	0	107,537	Withhold
Charles Schwab	54,631	0	0	For
Nationwide	18,549	0	35,691	Mixed
Invesco	54,123	0	0	For
Equitable	2,220	0	35,264	Mixed
QUANTITATIVE MASTER SERIES LLC	0	0	33,891	Withhold
Lincoln Financial	24,619	0	0	For
Goldman Sachs	17,923	0	0	For
Columbia Threadneedle	16,675	0	0	For
WisdomTree	15,466	0	0	For
RBC FUNDS TRUST	0	14,700	0	Abstain
Global X	12,261	0	0	For
John Hancock	11,919	0	0	For
American Century	11,410	0	0	For
HC CAPITAL TRUST	0	0	11,106	Withhold

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

2. Elect Director: James J. Forese

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

80% Majority: yes · of votes cast

FOR 80%WITHHELD

FOR: 16,739,922WITHHELD: 4,119,454

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: James J. Forese

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: James J. Forese”): 16,739,922 for, 4,119,454 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 80% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 4,489,636 for, 1,746,797 withheld, 192,085 abstained, 1,648 unknown.

FORWITHHOLD

FOR: 4,489,636ABSTAIN: 192,085WITHHOLD: 1,746,797UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: James J. Forese” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,174,122	0	0	For
Dimensional	1,039,026	0	0	For
Royce	914,412	0	0	For
BlackRock	0	0	682,014	Withhold
Federated Hermes	680,245	0	0	For
NORTHERN LIGHTS FUND TRUST II	0	0	444,015	Withhold
Fidelity	355,653	0	0	For
BRIDGEWAY FUNDS INC	0	0	244,250	Withhold
EA Series Trust	0	169,424	0	Abstain
DWS	159,415	0	0	For
TIAA	0	0	107,537	Withhold
Charles Schwab	0	0	54,631	Withhold
Nationwide	18,549	0	35,691	Mixed
Invesco	54,123	0	0	For
Equitable	0	0	37,484	Withhold
QUANTITATIVE MASTER SERIES LLC	0	0	33,891	Withhold
Lincoln Financial	5,819	0	18,800	Mixed
Goldman Sachs	17,923	0	0	For
Columbia Threadneedle	0	0	16,675	Withhold
WisdomTree	0	0	15,466	Withhold
RBC FUNDS TRUST	0	14,700	0	Abstain
Global X	0	0	12,261	Withhold
John Hancock	11,919	0	0	For
American Century	11,410	0	0	For
HC CAPITAL TRUST	0	0	11,106	Withhold

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

3. Elect Director: Manuel N. Stamatakis

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 20,096,079WITHHELD: 763,297

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: Manuel N. Stamatakis

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: Manuel N. Stamatakis”): 20,096,079 for, 763,297 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 6,415,638 for, 12,880 withheld, 1,648 unknown.

FOR

FOR: 6,415,638WITHHOLD: 12,880UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: Manuel N. Stamatakis” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	1,174,122	0	For
Dimensional	1,039,026	0	For
Royce	914,412	0	For
BlackRock	682,014	0	For
Federated Hermes	680,245	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	For
Fidelity	355,653	0	For
BRIDGEWAY FUNDS INC	244,250	0	For
EA Series Trust	169,424	0	For
DWS	159,415	0	For
TIAA	107,537	0	For
Charles Schwab	54,631	0	For
Nationwide	54,240	0	For
Invesco	54,123	0	For
Equitable	37,484	0	For
QUANTITATIVE MASTER SERIES LLC	33,891	0	For
Lincoln Financial	24,619	0	For
Goldman Sachs	17,923	0	For
Columbia Threadneedle	16,675	0	For
WisdomTree	15,466	0	For
RBC FUNDS TRUST	14,700	0	For
Global X	12,261	0	For
John Hancock	11,919	0	For
American Century	11,410	0	For
HC CAPITAL TRUST	0	11,106	Withhold

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

4. Elect Director: Michelle J. Lohmeier

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 20,510,251WITHHELD: 349,125

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: Michelle J. Lohmeier

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: Michelle J. Lohmeier”): 20,510,251 for, 349,125 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 6,428,518 for, 1,648 unknown.

FOR

FOR: 6,428,518UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: Michelle J. Lohmeier” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Vote
Vanguard	1,174,122	For
Dimensional	1,039,026	For
Royce	914,412	For
BlackRock	682,014	For
Federated Hermes	680,245	For
NORTHERN LIGHTS FUND TRUST II	444,015	For
Fidelity	355,653	For
BRIDGEWAY FUNDS INC	244,250	For
EA Series Trust	169,424	For
DWS	159,415	For
TIAA	107,537	For
Charles Schwab	54,631	For
Nationwide	54,240	For
Invesco	54,123	For
Equitable	37,484	For
QUANTITATIVE MASTER SERIES LLC	33,891	For
Lincoln Financial	24,619	For
Goldman Sachs	17,923	For
Columbia Threadneedle	16,675	For
WisdomTree	15,466	For
RBC FUNDS TRUST	14,700	For
Global X	12,261	For
John Hancock	11,919	For
American Century	11,410	For
HC CAPITAL TRUST	11,106	For

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

5. Elect Director: Nicholas DeBenedictis

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 20,273,323WITHHELD: 586,053

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: Nicholas DeBenedictis

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: Nicholas DeBenedictis”): 20,273,323 for, 586,053 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 6,428,518 for, 1,648 unknown.

FOR

FOR: 6,428,518UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: Nicholas DeBenedictis” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Vote
Vanguard	1,174,122	For
Dimensional	1,039,026	For
Royce	914,412	For
BlackRock	682,014	For
Federated Hermes	680,245	For
NORTHERN LIGHTS FUND TRUST II	444,015	For
Fidelity	355,653	For
BRIDGEWAY FUNDS INC	244,250	For
EA Series Trust	169,424	For
DWS	159,415	For
TIAA	107,537	For
Charles Schwab	54,631	For
Nationwide	54,240	For
Invesco	54,123	For
Equitable	37,484	For
QUANTITATIVE MASTER SERIES LLC	33,891	For
Lincoln Financial	24,619	For
Goldman Sachs	17,923	For
Columbia Threadneedle	16,675	For
WisdomTree	15,466	For
RBC FUNDS TRUST	14,700	For
Global X	12,261	For
John Hancock	11,919	For
American Century	11,410	For
HC CAPITAL TRUST	11,106	For

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

6. Elect Director: Richard H. Glanton

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 18,176,962WITHHELD: 2,682,414

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: Richard H. Glanton

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: Richard H. Glanton”): 18,176,962 for, 2,682,414 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 5,054,609 for, 1,181,824 withheld, 192,085 abstained, 1,648 unknown.

FORWITHHOLD

FOR: 5,054,609ABSTAIN: 192,085WITHHOLD: 1,181,824UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: Richard H. Glanton” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	1,174,122	0	0	For
Dimensional	1,039,026	0	0	For
Royce	914,412	0	0	For
BlackRock	0	0	682,014	Withhold
Federated Hermes	680,245	0	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	0	For
Fidelity	355,653	0	0	For
BRIDGEWAY FUNDS INC	0	0	244,250	Withhold
EA Series Trust	0	169,424	0	Abstain
DWS	159,415	0	0	For
TIAA	0	0	107,537	Withhold
Charles Schwab	54,631	0	0	For
Nationwide	18,549	0	35,691	Mixed
Invesco	54,123	0	0	For
Equitable	2,220	0	35,264	Mixed
QUANTITATIVE MASTER SERIES LLC	0	0	33,891	Withhold
Lincoln Financial	24,619	0	0	For
Goldman Sachs	17,923	0	0	For
Columbia Threadneedle	0	0	16,675	Withhold
WisdomTree	15,466	0	0	For
RBC FUNDS TRUST	0	14,700	0	Abstain
Global X	12,261	0	0	For
John Hancock	11,919	0	0	For
American Century	11,410	0	0	For
HC CAPITAL TRUST	0	0	11,106	Withhold

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

7. Elect Director: Sotirios J. Vahaviolos

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 20,059,604WITHHELD: 799,772

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: Election of Directors: Sotirios J. Vahaviolos

MISTRAS GROUP INC.’s own tally for this item (“Elect Director: Sotirios J. Vahaviolos”): 20,059,604 for, 799,772 withheld, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The seven nominees for election to the Board of Directors were elected based upon the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 6,400,737 for, 27,781 withheld, 1,648 unknown.

FOR

FOR: 6,400,737WITHHOLD: 27,781UNKNOWN: 1,648

Largest asset managers voting on “Election of Directors: Sotirios J. Vahaviolos” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	1,174,122	0	For
Dimensional	1,039,026	0	For
Royce	914,412	0	For
BlackRock	682,014	0	For
Federated Hermes	680,245	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	For
Fidelity	355,653	0	For
BRIDGEWAY FUNDS INC	244,250	0	For
EA Series Trust	169,424	0	For
DWS	159,415	0	For
TIAA	107,537	0	For
Charles Schwab	54,631	0	For
Nationwide	54,240	0	For
Invesco	54,123	0	For
Equitable	37,484	0	For
QUANTITATIVE MASTER SERIES LLC	33,891	0	For
Lincoln Financial	24,619	0	For
Goldman Sachs	17,923	0	For
Columbia Threadneedle	0	16,675	Withhold
WisdomTree	15,466	0	For
RBC FUNDS TRUST	14,700	0	For
Global X	12,261	0	For
John Hancock	11,919	0	For
American Century	11,410	0	For
HC CAPITAL TRUST	0	11,106	Withhold

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

8. The amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan, including increasing the number of shares…

Official resultCOMPENSATIONReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 20,091,511AGAINST: 722,743

Details: description as filed, official tally, votes by 49 asset managers

Description as filed by funds: TO APPROVE THE MISTRAS GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN, INCLUDING THE NUMBER OF SHARES AUTHORIZED TO BE ISSUED.

MISTRAS GROUP INC.’s own tally for this item (“The amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan, including increasing the number of shares authorized for issuance by 1,300,000 shares, was approved based upon the following votes:”): 20,091,511 for, 722,743 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The amendment to the Mistras Group, Inc. 2016 Long-Term Incentive Plan, including increasing the number of shares authorized for issuance by 1,300,000 shares, was approved based upon the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 49 asset managers below reported 6,427,450 for, 48,116 against, 1,648 unknown.

FOR

FOR: 6,427,450AGAINST: 48,116UNKNOWN: 1,648

Largest asset managers voting on “TO APPROVE THE MISTRAS GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN, INCLUDING THE NUMBER OF” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,174,122	0	For
Dimensional	1,039,026	0	For
Royce	914,412	0	For
BlackRock	682,014	0	For
Federated Hermes	680,245	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	For
Fidelity	355,653	0	For
BRIDGEWAY FUNDS INC	244,250	0	For
EA Series Trust	169,424	0	For
DWS	159,415	0	For
TIAA	107,537	0	For
Charles Schwab	54,631	0	For
Nationwide	54,240	0	For
Invesco	54,123	0	For
Adirondack Funds	43,028	0	For
Equitable	37,484	0	For
QUANTITATIVE MASTER SERIES LLC	33,891	0	For
Lincoln Financial	24,619	0	For
Goldman Sachs	17,923	0	For
Columbia Threadneedle	16,675	0	For
WisdomTree	15,466	0	For
RBC FUNDS TRUST	0	14,700	Against
Global X	12,261	0	For
John Hancock	11,919	0	For
American Century	0	11,410	Against

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

9. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MISTRAS GROUP, INC.'S NAMED EXECUTIVE OFFICERS.

No official match Fund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 6 wordings of this item as funds reported it.

99.8% Fund and manager reports combined; may count the same shares twice · no official result

FOR

Details: votes by 110 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 50 asset managers voting on “TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MISTRAS GROUP, INC.'S NAMED EXECUTIVE OFFICERS.” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,174,122	0	For
Dimensional	1,039,026	0	For
Royce	914,412	0	For
BlackRock	682,014	0	For
Federated Hermes	680,245	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	For
Fidelity	355,653	0	For
BRIDGEWAY FUNDS INC	244,250	0	For
EA Series Trust	169,424	0	For
DWS	159,415	0	For
RBB FUND, INC.	0	109,200	Abstain
TIAA	107,537	0	For
Charles Schwab	54,631	0	For
Nationwide	54,240	0	For
Invesco	54,123	0	For
Adirondack Funds	43,028	0	For
Equitable	37,484	0	For
QUANTITATIVE MASTER SERIES LLC	33,891	0	For
Lincoln Financial	24,619	0	For
Goldman Sachs	17,923	0	For
Columbia Threadneedle	16,675	0	For
WisdomTree	15,466	0	For
RBC FUNDS TRUST	14,700	0	For
Global X	12,261	0	For
John Hancock	11,919	0	For

Fund voting reports, all 50 managers: 6,473,846 for, 1,720 against, 109,200 abstained, 1,648 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 75 asset managers voting on “TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MISTRAS GROUP, INC.'S NAMED EXECUTIVE OFFICERS.” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Abstain	Vote
Mill Road Capital Management LLC	1,488,392	0	For
Invenomic Capital Management LP	762,634	0	For
Federated Hermes	682,106	0	For
Royce	538,323	0	For
BlackRock	478,185	0	For
GEODE CAPITAL MANAGEMENT, LLC	381,824	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	370,685	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	249,950	0	For
State Street	249,240	0	For
Dimensional	168,375	0	For
Northern Trust	150,088	0	For
Pacific Ridge Capital Partners, LLC	0	120,560	Abstain
Nuveen	107,537	0	For
EAM Investors, LLC	95,190	0	For
LAWSON KROEKER INVESTMENT MANAGEMENT INC/NE	84,549	0	For
MELLON INVESTMENTS Corp	83,724	0	For
Sterling Capital Management LLC	73,882	0	For
Invesco	63,019	0	For
Renaissance	59,772	0	For
Charles Schwab	54,631	0	For
O'SHAUGHNESSY ASSET MANAGEMENT, LLC	47,536	0	For
Connor, Clark & Lunn Investment Management Ltd.	44,560	0	For
Janney Montgomery Scott LLC	44,246	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	39,014	0	For
Maryland State Retirement & Pension System	38,430	0	For

Institutional-manager reports, all 75 managers: 6,753,021 for, 23,046 against, 120,560 abstained. Showing the 25 largest; see all in the interactive database.

10. 4. Advisory vote on the Company's executive compensation

Official resultSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

97% Approved · of votes cast

FOR 97%

FOR: 20,064,888AGAINST: 531,101

Details: description as filed, official tally, votes by 2 asset managers

Description as filed by funds: Advisory Vote to Ratify Named Executive Officers' Compensation

MISTRAS GROUP INC.’s own tally for this item (“4. Advisory vote on the Company's executive compensation”): 20,064,888 for, 531,101 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The advisory vote on the Company's executive compensation was approved based upon the following votes:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 2 asset managers below reported 11,036 for.

FOR

FOR: 11,036

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
JPMorgan	8,166	0	0	0	For
TD ASSET MANAGEMENT INC	2,870	0	0	0	For

11. 2. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%

FOR: 23,121,707AGAINST: 283,074

Details: description as filed, official tally, votes by 49 asset managers

Description as filed by funds: To ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2024.

MISTRAS GROUP INC.’s own tally for this item (“2. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024”): 23,121,707 for, 283,074 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 was ratified based upon the following votes:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 49 asset managers below reported 6,306,142 for, 169,424 against, 1,648 unknown.

FOR

FOR: 6,306,142AGAINST: 169,424UNKNOWN: 1,648

Largest asset managers voting on “To ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as in” at MISTRAS GROUP INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,174,122	0	For
Dimensional	1,039,026	0	For
Royce	914,412	0	For
BlackRock	682,014	0	For
Federated Hermes	680,245	0	For
NORTHERN LIGHTS FUND TRUST II	444,015	0	For
Fidelity	355,653	0	For
BRIDGEWAY FUNDS INC	244,250	0	For
EA Series Trust	0	169,424	Against
DWS	159,415	0	For
TIAA	107,537	0	For
Charles Schwab	54,631	0	For
Nationwide	54,240	0	For
Invesco	54,123	0	For
Adirondack Funds	43,028	0	For
Equitable	37,484	0	For
QUANTITATIVE MASTER SERIES LLC	33,891	0	For
Lincoln Financial	24,619	0	For
Goldman Sachs	17,923	0	For
Columbia Threadneedle	16,675	0	For
WisdomTree	15,466	0	For
RBC FUNDS TRUST	14,700	0	For
Global X	12,261	0	For
John Hancock	11,919	0	For
American Century	11,410	0	For

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

Largest MISTRAS GROUP INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 30,966,973 shares outstanding at the time of that meeting.

Fund voting reports: top MISTRAS GROUP INC. shareholders by shares voted on “TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MISTRAS GROUP, INC.'S NAMED EXECUTIVE…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	3.79%
2	Dimensional	3.36%
3	Royce	2.95%
4	BlackRock	2.20%
5	Federated Hermes	2.20%
6	NORTHERN LIGHTS FUND TRUST II	1.44%
7	Fidelity	1.15%
8	BRIDGEWAY FUNDS INC	0.79%
9	EA Series Trust	0.55%
10	DWS	0.51%

Institutional-manager reports: top MISTRAS GROUP INC. shareholders by shares voted on “TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MISTRAS GROUP, INC.'S NAMED EXECUTIVE…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Mill Road Capital Management LLC	4.81%
2	Invenomic Capital Management LP	2.46%
3	Federated Hermes	2.20%
4	Royce	1.74%
5	BlackRock	1.54%
6	GEODE CAPITAL MANAGEMENT, LLC	1.23%
7	STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	1.20%
8	BRIDGEWAY CAPITAL MANAGEMENT, LLC	0.81%
9	State Street	0.80%
10	Dimensional	0.54%

Reported MISTRAS GROUP INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

MISTRAS GROUP INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Dimensional Fund Advisors	4.09%	13F
Vanguard Group	3.76%	13F
BlackRock	3.42%	13F
Geode Capital	1.38%	13F
State Street	0.98%	13F
Goldman Sachs	0.57%	13F
Northern Trust	0.53%	13F
Morgan Stanley	0.36%	13F
Invesco	0.36%	13F
Renaissance Technologies	0.30%	13F

Percentages above are of 30,966,973 shares outstanding, as reported by MISTRAS GROUP INC. on its Form 10-Q dated May 1, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from MISTRAS GROUP INC.’s 10-Q dated May 1, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At MISTRAS GROUP INC.'s shareholder meeting held May 14, 2024, in the 2023-2024 proxy season, 111 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,308 separate fund positions. Their filings are grouped here into 11 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. MISTRAS GROUP INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF MISTRAS GROUP, INC.'S NAMED EXECUTIVE… — the reporting funds and managers cast 99.8% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

MISTRAS GROUP INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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