UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 14, 2025

MASTECH DIGITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)


Pennsylvania	001-34099	26-2753540
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1305 Cherrington Parkway, Suite 400

Moon Township, PA 15108

(Address of Principal Executive Offices) (Zip Code)

(412) 787-2100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

MHH

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Mastech Digital, Inc. Stock Incentive Plan

As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Mastech Digital, Inc. (the “Company”) held on May 14, 2025, the Company’s shareholders approved an amendment (the “First Amendment”) to the Company’s Stock Incentive Plan, as amended and restated effective May 14, 2024 (the “Plan”), to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares.

A copy of the First 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 9, 2025, and is available at the SEC’s website at www.sec.gov, and a copy of the Plan, as in effect prior to shareholder approval of the First 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 First Amendment is qualified in its entirety by the terms of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 14, 2025, 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 directors, (2) approved the First Amendment to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares, (3) approved the compensation of the Company’s named executive officers and (4) approved a one-year frequency for the advisory vote on executive compensation. Notwithstanding the vote required by the Company’s bylaws, Proposal 3 (an advisory vote on named executive officer compensation) and Proposal 4 (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 final results of the votes regarding each proposal are set forth below.

Proposal 1 — Election to the Company’s Board of Directors of two (2) Class II directors to serve for three-year terms or until their respective successors shall have been elected and qualified:


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Ashok Trivedi		9,350,131		677,704		0
Nirav Patel		9,492,522		535,313		0

Proposal 2 — Approval of the First Amendment to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares:


Votes For	Votes Against	Abstentions	Broker Non-Votes
8,418,638	1,608,316	881	0

Proposal 3 — A non-binding advisory vote on the compensation of the named executive officers of the Company:


Votes For	Votes Against	Abstentions	Broker Non-Votes
10,018,858	7,209	1,768	0

Proposal 4 — A non-binding advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
9,799,430	685	225,529	2,191	0

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		First Amendment to Mastech Digital, Inc. Stock Incentive Plan, as Amended and Restated

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.


MASTECH DIGITAL, INC.

By:		/s/ Kannan Sugantharaman
Name:		Kannan Sugantharaman
Title:		Chief Financial Officer

May 19, 2025

Mastech Digital, Inc. 8-K