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MHH > SEC Filings for MHH > Form 8-K on 20-May-2013All Recent SEC Filings

Show all filings for MASTECH HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MASTECH HOLDINGS, INC.


20-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 15, 2013, Mastech Holdings, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). The Company solicited Proxies for the Annual Meeting pursuant to Regulation 14A under the Securities Exchange Act of 1934. At the Annual Meeting, the Shareholders of the Company approved the following three matters: (1) elected the two nominees for Class II director,
(2) approved the compensation of the Company's named executive officers, and
(3) approved a one year frequency for the advisory vote on executive compensation. Notwithstanding the vote required by the Company's bylaws, Proposal 2 (an advisory vote on named executive officer compensation) and Proposal 3 (an advisory vote on the frequency of the advisory vote on named executive officer compensation) are advisory votes only and are not binding on the Company.

The results of the vote were as follows:

Proposal 1 - Election to the Board of two (2) Class II directors to serve for three-year terms:

                                                                 Broker
                                                     Votes        Non-
                 Nominee            Votes For      Withheld       Votes

                 Ashok Trivedi       2,299,407       169,985           0

                 D. Kevin Horner     2,297,553       171,839           0

Proposal 2 - Non-binding advisory vote on the compensation of the named executive officers of the Company.

Votes For Votes Against Abstentions 2,456,927 6,944 5,521

The compensation paid to the Company's named executive officers was approved.

Proposal 3 - Non-binding advisory vote on the frequency of the advisory vote on the compensation paid to the Company's named executive officers.

Every 1 Year Every 2 Years Every 3 Years Abstain 2,305,995 373 60,982 102,042

The every one year advisory vote frequency on the compensation paid to the Company's named executive officers was approved.


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