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Mistras Group: General Instruction A.2 Below)

The following excerpt is from the company's SEC filing.

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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Commi ttee (the “Committee”) of the Board of Directors of Mistras Group, Inc. (“Mistras” or the “Company”) approved changes to the Company’s equity compensation plan for its executive officers. For fiscal years 2014 and 2015, executive officers were awarded performance share units which had a three-year performance measurement period. In fiscal 2014, executive officers were also awarded one-year and two-year transitional awards. The metrics for earning shares of the Company’s common stock under these awards were growth in earnings per share and a total shareholder return, or TSR, relative to a peer group of other companies.

The Committee approved modifications to the plan to eliminate the three-year measurement period and the relative TSR for several reasons. First, given that the Company is still growing and maturing, setting fixed financial performance metrics over a three year period is very challenging. The Committee believed that this task is difficult even for mature, long-tenured companies. For example, the recent dramatic drop in oil prices and the impact that had on the Company and its industry and customers is difficult to predict over a three year-period. Second, the relative TSR metric has been expensive to administer relative to its benefit, due the costs of having a third party value the awards, which then need to be audited and evaluated by experts at the Company’s independent auditors, and then having the results verified. Given that very few individuals received these awards, and that only 25% of equity incentive awards were based upon relative TSR, management and the Committee believed that the cost of administration outweighed the benefits of using this metric versus other metrics that align management with shareholder interests. Third, the plan did not provide for any performance award based upon individual performance, which can be important when executive officers need to take action in difficult times. Accordingly, the Committee decided that changes were warranted that would take into account the Company’s financial plans over a shorter time period and allow for a...