Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2023
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
08550
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
MG
New 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2023, Mistras Group, Inc. (the "Company") notified its Senior Executive Vice President and Chief Operating Officer, Jonathan Wolk, that his active employment would cease immediately. Mr. Wolk’s separation is without cause and he will be entitled to receive severance and related benefits for such a separation as described in the proxy statement for the Company’s 2022 Annual Meeting of Shareholders filed on Schedule 14A with the Securities and Exchange Commission on April 13 2022, subject to the execution of a release by Mr. Wolk. See “Executive Compensation-Potential Payments upon Termination of Employment or Change of Control –Our Other Named Executive Officers” in the foregoing Schedule 14A.
Item 7.01. Regulation FD Disclosure.
On February 8, 2023, the Company issued the press release attached to this report as Exhibit 99.1, disclosing the matter in Item 5.02 above and the engagement of AlixPartners, LLC.
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: February 9, 2023
By:
/s/ Edward J. Prajzner
Name:
Edward J. Prajzner
Title:
Executive Vice President, Chief Financial Officer and Treasurer
