Mistras Group (MG) Proxy filing summary

Voting matters and shareholder proposals

• Election of seven directors is proposed, with nominees listed for shareholder approval.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026 is up for vote.

• Amendment to the 2016 Long-Term Incentive Plan to increase the number of shares authorized for issuance is proposed.

• Advisory vote on the compensation of named executive officers is included.

• Other business may be conducted as properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Seven director nominees are presented for election at the annual meeting.

Audit committee and external auditor matters

• Shareholders are asked to ratify the appointment of PricewaterhouseCoopers LLP as the external auditor for the next fiscal year.