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

On May 12, 2021, Mastech Digital, 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, as amended. At the Annual Meeting, the shareholders of the Company: (1) elected the two nominees for Class I director, and (2) approved the compensation of the Company's named executive officers. Notwithstanding the vote required by the Company's bylaws, Proposal 2 (an advisory vote on named executive officer compensation) is an advisory vote only and is 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 I directors to serve for three-year terms or until their respective successors shall have been elected and qualified:





                                                    Votes          Broker
             Nominee              Votes For       Withheld        Non-Votes
             Sunil Wadhwani        8,737,588       1,080,922               0
             Gerhard Watzinger     9,323,999         494,511               0

Proposal 2 - A non-binding advisory vote on the compensation of the named executive officers of the Company:





                                                                  Broker
              Votes For    Votes Against       Abstentions       Non-Votes
              9,628,434           147,056            43,020               0




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