Current Report Filing (8-k)
May 18 2020 - 5:07PM
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 13, 2020
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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $.01 per share
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MHH
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NYSE American
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Fourth Amendment to 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 13, 2020, the Companys shareholders approved a fourth amendment (the Fourth Amendment) to the Companys Stock Incentive Plan, as
amended (the Plan), to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 1,000,000 shares.
A copy of the Fourth Amendment, as proposed at the Annual Meeting, was included as Exhibit A to the Companys 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 10, 2020, and is available at the SECs website at www.sec.gov, and a copy of the Plan, as
amended and in effect prior to shareholder approval of the Fourth Amendment at the Annual Meeting, was included as Exhibit B to the Proxy Statement. The terms and conditions of the Plan, as amended, and information pertaining to certain participants
in the Plan, as amended, are described in detail in the Proxy Statement.
The foregoing description of the Fourth Amendment is qualified in its entirety
by the terms of the Fourth Amendment, 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 13, 2020, 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 III director, (2) approved the Fourth Amendment to increase the number of shares of common stock of the
Company that may be issued pursuant to the Plan by 1,000,000 shares, and (3) approved the compensation of the Companys named executive officers. Notwithstanding the vote required by the Companys 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 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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Uncast
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John Ausura
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9,291,765
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490,354
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0
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6
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Brenda Galilee
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9,441,673
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340,452
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0
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0
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-1-
Proposal 2 Approval of an amendment to the Plan to increase the number of shares of common stock of
the Company that may be issued pursuant to the Plan by 1,000,000 shares:
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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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8,736,583
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1,036,992
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8,550
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0
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Proposal 3 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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9,665,465
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111,776
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4,884
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0
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Item 9.01. Financial Statements and Exhibits.
-2-
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, Jr.
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Name:
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John J. Cronin, Jr.
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Title:
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Chief Financial Officer
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May 18, 2020
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