Current Report Filing (8-k)
May 19 2017 - 4:15PM
Edgar (US Regulatory)
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 17, 2017
MASTECH DIGITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
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001-34099
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26-2753540
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1305 Cherrington Parkway, Suite 400
Moon Township, PA
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15108
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(Address of Principal Executive Offices)
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(Zip Code)
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(412)
787-2100
(Registrants Telephone Number, Including Area Code)
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 17, 2017, Mastech Digital, Inc. (the
Company) held its Annual Meeting of Shareholders (the 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 III director, and (2) approved the compensation of the Companys named executive officers. Notwithstanding the vote required by the Companys
bylaws, Proposal 2 (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 Companys Board of Directors of two
(2) Class III directors to serve for three-year terms or until their respective successors shall have been elected and qualified:
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Nominee
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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John Ausura
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3,357,058
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73,511
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0
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Brenda Galilee
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3,366,470
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64,099
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0
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Proposal 2 A
non-binding
advisory vote on the compensation of the named
executive officers of the Company.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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3,311,770
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113,583
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5,216
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0
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-1-
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.
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MASTECH DIGITAL, INC.
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By:
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/s/ John J. Cronin
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Name:
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John J. Cronin
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Title:
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Chief Financial Officer
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May 19, 2017
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