Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Third Amendment to Mastech Digital, Inc. Stock Incentive Plan
As further described in Item 5.07 of this Current Report on Form8-K, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Mastech Digital, Inc. (the “Company”) held on May 15, 2019, the Company’s shareholders approved a third amendment (the “Third Amendment”) to the Company’s 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 300,000 shares.
A copy of the Third Amendment, as proposed at the Annual Meeting, was included as Exhibit A to the Company’s 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 12, 2019, and is available at the SEC’s website at www.sec.gov, and a copy of the Plan, as amended and in effect prior to shareholder approval of the Third 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 Third Amendment is qualified in its entirety by the terms of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated herein by reference.
Mastech Digital, Inc. 2019 Employee Stock Purchase Plan
As further described in Item 5.07 of this Current Report on Form8-K, at the Annual Meeting held on May 15, 2019, the Company’s shareholders approved the Company’s 2019 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The Board of Directors of the Company previously approved the Employee Stock Purchase Plan on October 24, 2018, subject to the approval of the Company’s shareholders.
A summary of the material terms of the Employee Stock Purchase Plan was included in the Proxy Statement under the section entitled “Proposal No. 3 – Approve Mastech Digital, Inc. 2019 Employee Stock Purchase Plan”, which summary is incorporated herein by reference. That summary is qualified in its entirety by reference to the terms of the Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to this Current Report on Form8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 15, 2019, 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 II director, (2) approved the Third Amendment to increase the number of
-1-
