Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Fifth 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 10, 2023, the Company's shareholders approved a fifth amendment (the "Fifth Amendment") to the Company's Stock Incentive Plan, as amended (the "Plan"), to increase the number of shares of common stock of the Company that may be issued pursuant to the Plan by 500,000 shares.

A copy of the Fifth 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 7, 2023, and is available at the SEC's website at www.sec.gov, and a copy of the Plan, as amended and in effect prior to shareholder approval of the Fifth 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 Fifth Amendment is qualified in its entirety by the terms of the Fifth 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 10, 2023, 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 III directors, (2) approved the Fifth Amendment to increase the number of shares of common stock that may be issued pursuant to the Plan by 500,000 shares and (3) approved the compensation of the Company's named executive officers. Notwithstanding the vote required by the Company's bylaws, Proposal 3 (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 III 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
John Ausura      9,654,058   448,395        0
Brenda Galilee   9,689,567   412,886        0


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:

                                           Broker
Votes For   Votes Against   Abstentions   Non-Votes
8,968,909     1,130,956        2,588          0

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



                                           Broker
Votes For   Votes Against   Abstentions   Non-Votes
9,671,666      427,293         3,494          0

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.

Exhibit
  No.                                    Description

10.1          Fifth Amendment to Mastech Digital, Inc. Stock Incentive Plan (as
            amended and restated)

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

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