---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-142011"
form_type: "8-K"
ticker: "MHH"
cik: "0001437226"
company_name: "Mastech Digital, Inc."
filed_at: "2023-05-11T23:59:59+00:00"
generated_at: "2026-06-15T03:55:58.567569+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Mastech Digital shareholders approve 500,000-share increase to stock incentive plan

## Summary
- Shareholders approved Fifth Amendment increasing shares authorized under Stock Incentive Plan from 4,900,000 to 5,400,000.
- Two Class III directors (John Ausura and Brenda Galilee) were elected with over 9.6 million votes each.
- Advisory vote on named executive officer compensation passed with 9,671,666 votes for, 427,293 against.

## SEC filing metadata
- accession: 0001193125-23-142011
- form_type: 8-K
- ticker: MHH
- cik: 0001437226
- company_name: Mastech Digital, Inc.
- filed_at: 2023-05-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1437226/000119312523142011/0001193125-23-142011-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1437226/000119312523142011/d486188d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-142011
- JSON: https://secwatch.observer/filing/0001193125-23-142011.json
- Plain text: https://secwatch.observer/filing/0001193125-23-142011.txt

## Key facts
- Shareholder Votes
  Mastech Digital, Inc. shareholders approved Election to the Company's Board of Directors of two (2) Class III directors to serve for three-year terms or until their respective successors shall have been elected and qualified at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 1 — Election to the Company’s Board of Directors of two (2) Class III 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 John Ausura 9,654,058 448,395 0 Brenda Galilee 9,689,567 412,886 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437226/000119312523142011/0001193125-23-142011-index.htm
- Shareholder Votes
  Mastech Digital, Inc. shareholders approved A non-binding advisory vote on the compensation of the named executive officers of the Company at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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 9,671,666 427,293 3,494 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437226/000119312523142011/0001193125-23-142011-index.htm
- Shareholder Votes
  Mastech Digital, Inc. shareholders approved Approval of an amendment to the Plan to increase the number of shares of common stock that may be issued pursuant to the Plan by 500,000 shares at the 2023-05-10 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: Proposal 2 — Approval of an amendment to the Plan to increase the number of shares of common stock that may be issued pursuant to the Plan by 500,000 shares: Votes For Votes Against Abstentions Broker Non-Votes 8,968,909 1,130,956 2,588 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437226/000119312523142011/0001193125-23-142011-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.