UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
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:
| 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 |
Name of each 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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment and Restatement of Mastech Digital, Inc. Stock Incentive Plan
As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Mastech Digital, Inc. (the “Company”) held on May 15, 2024, the Company’s shareholders approved the amendment and restatement of the Company’s Stock Incentive Plan, originally effective as of October 1, 2008 and amended and restated effective as of May 14, 2014 (the “Plan”), to extend the termination date of the Plan from May 14, 2024 to May 14, 2034.
A copy of the amended and restated Plan, as proposed at the Annual Meeting (the “Restated Plan”), was included as Exhibit A to the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), which Proxy Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2024, and is available at the SEC’s website at www.sec.gov. The terms and conditions of the Restated Plan and information pertaining to certain participants in the Restated Plan are described in detail in the Proxy Statement.
The foregoing description of the Restated Plan is qualified in its entirety by the terms of the Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2024, the Company held its Annual Meeting. The Company solicited proxies for the Annual Meeting pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the shareholders of the Company: (1) elected the two nominees for Class I directors, (2) approved the Restated Plan to extend the termination date of the Plan from May 14, 2024 to May 14, 2034 and (3) approved the compensation of the Company’s named executive officers. Notwithstanding the vote required by the Company’s bylaws, Proposal 3 (an advisory vote on named executive officer compensation) is an advisory vote only and is not binding on the Company.
The final results of the votes regarding each proposal are set forth below.
Proposal 1 — Election to the Company’s Board of Directors of two (2) Class I directors to serve for three-year terms or until their respective successors shall have been elected and qualified:
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes | |||||||
| Sunil Wadhwani |
8,597,924 | 1,528,195 | 0 | |||||||
| Vladimir Rak |
9,736,986 | 389,133 | 0 | |||||||
Proposal 2 — Approval of the Restated Plan to extend the termination date of the Plan from May 14, 2024 to May 14, 2034:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 8,509,996 | 1,612,956 | 3,167 | 0 |
Proposal 3 — A non-binding advisory vote on the compensation of the named executive officers of the Company:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 9,613,422 | 509,276 | 3,421 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Mastech Digital, Inc. Amended and Restated Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| MASTECH DIGITAL, INC. | ||
| By: | /s/ John J. Cronin, Jr. | |
| Name: | John J. Cronin, Jr. | |
| Title: | Chief Financial Officer | |
May 16, 2024