MESA LABORATORIES INC /CO/ 10-Q

Item 5. Other Information   Due to input we received from Institutional Shareholders Services (ISS), we are providing the information below, which is not required in this Form 10-Q or on Form 8-K.   Item 4 in our proxy statement filed on July 16, 2021 requests that our stockholders approve the Mesa Laboratories, Inc. 2021 Equity Plan (the “2021 Plan”), an omnibus equity incentive plan which, if approved by our stockholders, will replace the Mesa Laboratories, Inc. 2014 Equity Incentive Plan (the “2014 Plan”).    The following disclosure appears in Item 4 of the above-referenced proxy statement.  In addition to the disclosure below from our proxy statement, we are confirming that we have not issued any awards under the 2014 Equity Plan since March 31, 2021 and will not issue any additional awards under the 2014 Equity Plan unless our shareholders do not approve the 2021 Plan at the Annual Meeting of Shareholders on August 27, 2021.   Determination of Number of Shares for the 2021   Plan If the 2021 Plan is approved, we will immediately terminate the 2014 Equity Plan (the "2014 Plan") and will not make any further awards under the 2014 Plan. The aggregate number of shares of common stock that will be reserved and available for issuance pursuant to awards under the 2021 Plan will be 330,000. In setting the number of proposed shares issuable under the 2021 Plan, the Compensation Committee and the Board of Directors primarily considered historical equity award granting practices, including the Company’s two-year average share usage rate. The following table reflects the effect on our equity incentive plans if we obtain stockholder approval of the 2021 Plan.     Shares available for issuance under the 2014 Plan prior to termination, as of March 31, 2021 44,039 Shares that would no longer be available for issuance upon termination of the 2014 Plan (44,039) Shares available for issuance under the 2021 Plan 330,000 Total shares available for issuance pursuant to new awards upon approval of the 2021 Plan 330,000   Shares Available and Outstanding Equity Awards under the Prior Plan As of March 31, 2021, there were 5,140,568 total outstanding shares of the Company's common stock. As of March 31, 2021, there were 253,144 stock options outstanding under the Company's equity compensation plans, with a weighted average exercise price of $129.55 and a weighted-average remaining term of 2.7 years. In addition, as of March 31, 2021, there were 36,747 RSUs and 20,059 PSUs outstanding under the company's equity compensation plan. Other than the foregoing, no other awards were outstanding as of March 31, 2021 under the Company's equity compensation plans.      Page 26 Table of Contents   Item 6. Exhibits   Exhibit No. Description of Exhibit 31.1+ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2+ Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS+ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH+ Inline XBRL Taxonomy Extension Schema Docment. 101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF+ Inline XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104+ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).   + Filed herewith * Furnished herewith   Page 27 Table of Contents   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 thereunto duly authorized.     MESA LABORATORIES, INC. (Registrant)     DATED: August 5, 2021 BY: /s/ Gary M. Owens . Gary M. Owens Chief Executive Officer             DATED: August 5, 2021 BY: /s/ John V. Sakys John V. Sakys Chief Financial Officer                         Page 28