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Item 9A. Controls and Procedures

2023-03-15 compared with 2022-03-14 · 28 added, 33 removed, 89 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of our disclosure controls (as defined in Rule 13a-15(e) of the Exchange Act) and procedures.

Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Our internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange.

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

4 unchanged sentences

Based on that assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Certain of the information concerning our executive officers required by this Item 10 is provided under the caption “Executive Officers of the Registrant” in Part I of this Annual Report.

The remaining information required by Item 10 is incorporated herein by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting.

Certain of the information concerning our executive officers required by this Item 10 is provided under the caption “Executive Officers” in Part I of this Annual Report.

The remaining information required by Item 10 is incorporated herein by reference to the relevant information to be included in our definitive proxy statement related to our 2023 annual meeting of stockholders.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting.

The information required by Item 11 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2023 annual meeting of stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting.

The information required by Item 12 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2023 annual meeting of stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting.

The information required by Item 13 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2023 annual meeting of stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference to the information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting.

The information required by Item 14 is incorporated by reference to the information to be included in our definitive proxy statement related to the 2023 annual meeting of stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

Consolidated Statements of comprehensive income (loss) for the years ended December 31, 202 2 , 20 21 and 20 20

Consolidated Statements of equity for the year ended December 31, 2020, 2019 and 2018

Consolidated Statements of equity for the year s ended December 31, 202 2 , 20 21 and 20 20

Consolidated Statements of cash flows for the years ended December 31, 202 2 , 20 21 and 20 20

7 unchanged sentences

3.3 Amended and Restated Bylaws, effective July 20, 2016 (filed as exhibit 3.1 to the Quarterly Report on Form 10-Q filed on October 7, 2016 and incorporated herein by reference)

4.1 Specimen certificate evidencing shares of common stock (filed as exhibit 4.1 to the Registration Statement on Form S-1 (Amendment No.

5) filed on September 23, 2009 (Registration No.

333-151559) and incorporated herein by reference.

4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.2 to the Annual Report on Form 10-K filed March 27, 2020)

10.1 Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed December 13, 2018 and incorporated herein by reference)

10.2 First Amendment, dated October 11, 2019, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.3 to the Annual Report on Form 10-K filed March 27, 2020 and incorporated herein by reference)

10.3 Second Amendment, dated March 9, 2020, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed March 13, 2020 and incorporated herein by reference

10.4 Third Amendment, dated May 15, 2020, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed May 15, 2020 and incorporated herein by reference

10.5 Fourth Amendment, dated February 11, 2021, to the Fifth Amended and Restated Credit Agreement (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed May 7, 2021 and incorporated herein by reference)

10.6 Fifth Amendment, date May 19, 2021, to the Fifth Amended and Restated Credit Agreement (filed as Exhibit 10.1 to Current Report on Form 8-K, filed May 20, 2021 and incorporated herein by reference)

10.7 Settlement Agreement, dated October 5, 2021, regarding the settlement of the two legal proceedings captioned Price v.

Mistras Group, Inc .

(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 3, 2021 and incorporated herein by reference)

4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.2 to the Annual Report on Form 10-K filed March 27, 2020 and incorporated her ein by reference )

10.1*⸸ Credit Agreement, dated August 1, 2022.

10.2 Form of Indemnification Agreement for directors and officers (filed as exhibit 10.1 to the Registration Statement on Form S-1 (Amendment No.

6 unchanged sentences

10.5 Amendment No.

2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan.

10.12* Form of Restricted Stock Unit Certificate for awards under the 2016 Long-Term Incentive Plan (filed as Exhibit 10.16 to the Transition Report on Form 10-K filed on March 20, 2017 and incorporated herein by reference)

10.13* Form of Restricted Stock Unit Certificate for awards to senior officers under the 2016 Long-Term Incentive Plan (filed as Exhibit 10.2 to the Quarterly Report Form 10-Q filed on May 19, 2020 and incorporated herein by reference)

10.14* Mistras Group Severance Plan (filed as Exhibit 10.11 to the Annual Report on Form 10-K filed on March 18, 2019 and incorporated herein by reference)

2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan (filed as e xhibit 10.10 to the Annual Report on Form 10- K filed March 16, 2021 .

10.6 Amendment No.

3 dated May 23, 2022 to the 2016 Long-Term Incentive Plan (filed as e xhibit 10.2 to the Quarterly Report o n Form 10-Q filed on August 5 , 2022)

10.7 Form of Restricted Stock Unit Certificate for awards under the 2016 Long-Term Incentive Plan (filed as e xhibit 10.16 to the Transition Report on Form 10-K filed on March 20, 2017 and incorporated herein by reference)

10.8 Form of Restricted Stock Unit Certificate for awards to senior officers under the 2016 Long-Term Incentive Plan (filed as e xhibit 10.2 to the Quarterly Report Form 10-Q filed on May 19, 2020 and incorporated herein by reference)

10.9 Mistras Group Severance Plan (filed as e xhibit 10.11 to the Annual Report on Form 10-K filed on March 18, 2019 and incorporated herein by reference)

10.1 Employment Agreement between the Company and Sotirios J.

Vahaviolos, dated February 28, 2018 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

10.16* Employment Agreement between the Company and Dennis Bertolotti, dated March 13, 2018 (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

Vahaviolos, dated February 28, 2018 (filed as e xhibit 10.1 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

10.11 Employment Agreement between the Company and Dennis Bertolotti, dated March 13, 2018 (filed as e xhibit 10.2 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

21.1* Subsidiaries of the Registrant

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** Furnished herewith.

⸸ This exhibit was originally filed as Exhibit 10.1 to the Current Report on Form 8-K, filed August 1, 2022.

The original filing had errors in the autonumbering of sections.

The version filed herewith is identical to the version filed on August 1, 2022 other than to correct the numbering of the sections in the agreement.

FORM 10-K SUMMARY

15 unchanged sentences

/s/ Edward J.

Prajzner Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and

Accounting Officer)

Prajzner Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

March 15, 2023

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures