[Revised December 2021]
Mistras Group
Director Resignation Policy
I. Directors Receiving Majority Votes Withheld in Uncontested Elections
Under the Company's By-Laws and in accordance with Delaware law, directors are elected by a
plurality, meaning the directors receiving the highest number votes for their election are elected as
directors, based upon for the number of directors being elected. In order to address the situation
in which a nominee for the Board of Directors is elected to the Board in an uncontested election,
despite receiving more votes “withheld” or "against" for his or her election than votes "for" his or
her election ("Majority Withheld Vote"), the Board has adopted this policy. For purposes of this
Policy, an "uncontested election" is any election of directors in which the number of nominees for
election is less than or equal to the number of directors to be elected.
By accepting a nomination for election as a director of the Company in an uncontested election for
directors, each nominee agrees that if he or she receives a Majority Withheld Vote in such election,
the director shall promptly tender an offer of his or her resignation following certification of the
shareholder vote.
The Corporate Governance Committee will consider and recommend to the Board whether to
accept the resignation offer. Following the recommendation of the Corporate Governance
Committee, the independent members of the Board will decide the action to take with respect to
the offer of resignation within 90 days following certification of the shareholder vote. The
Corporate Governance Committee and Board will evaluate any such tendered resignation, based
upon the best interests of the Company and its shareholders. When deciding the action to take, the
Board could accept or turn down the offer of resignation or decide to pursue additional actions
such as the following:
• allow the director to remain on the Board but not be nominated for re-election to the Board at
the next election of directors;
• defer acceptance of the resignation until the vacancy the resignation will create can be filled
by the Board with a replacement director meeting the necessary qualifications; or
• defer acceptance of the resignation if the director can cure the underlying cause of the Majority
Withheld Vote within a specified period of time (for example, if the withheld votes were due
to another board directorship, by resigning from that other board).
Any director who offers his or her resignation pursuant to this policy will not participate in any
discussions or actions by either the Corporate Governance Committee or the Board with respect
to his or her own resignation offer, but will otherwise continue to serve as a director during this
period. However, if enough members of the Corporate Governance Committee receive a Majority
Withheld Vote in the same uncontested election, so that a quorum of the Corporate Governance
Committee cannot be attained, then the other independent directors who received a greater number
of votes "for" than “withheld” or "against" in that election will consider and decide whether to
accept the resignation offer of each director who received a Majority Withheld Vote. If less than
three independent directors did not receive a Majority Withheld Vote in the same election, then all
