Form 8-K - Current report

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): January 24, 2024

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.

On January 24, 2024, Gerhard Watzinger, a member of the Board of Directors (the “Board”) of Mastech Digital, Inc. (the “Company”), notified the Company of his decision not to seek reelection as a Class I director at the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). In addition to currently serving as a Class I director on the Board, Mr. Watzinger currently serves as a member of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board. Mr. Watzinger will continue to serve in such roles at the Company until his term as a Class I director on the Board expires at the 2024 Annual Meeting. Mr. Watzinger’s decision not to seek reelection did not arise or result from any disagreement with the Company, but rather due to his desire to focus on personal commitments.

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/ John J. Cronin, Jr.
Name:		John J. Cronin, Jr.
Title:		Chief Financial Officer

January 30, 2024

Document and Entity Information	Jan. 24, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001437226
Document Type	8-K
Document Period End Date	Jan. 24, 2024
Entity Registrant Name	MASTECH DIGITAL, INC.
Entity Incorporation State Country Code	PA
Entity File Number	001-34099
Entity Tax Identification Number	26-2753540
Entity Address, Address Line One	1305 Cherrington Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Moon Township
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15108
City Area Code	(412)
Local Phone Number	787-2100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	MHH
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false