Mistras (MG) 8-K Submission of Matters to a Vote of Security Holders

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): October 14, 2010

Mistras Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001- 34481
(Commission
File Number) 22-3341267
(IRS Employer
Identification No.)

195 Clarksville Road
Princeton Junction, New Jersey
(Address of principal executive offices) 08550
(Zip Code)

Registrant’s telephone number, including area code:(609) 716-4000

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 (see General Instruction A.2 below):

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

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

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

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

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

Mistras Group, Inc. (the “Company”) held its 2010 annual shareholders meeting on October 14, 2010. Shareholders elected the six nominees for election to the Board of Directors one-year terms and ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011, the only matters voted upon at the meeting. The voting results are set forth below.

1. The six nominees for election to the Board of Directors were elected based upon the following votes:

Nominee	Votes For		Withheld		Abstentions		Broker Non Votes
Daniel M. Dickinson		18,024,164		4,291,212		0		945,385
James J. Forese		22,303,870		11,506		0		945,385
Richard H. Glanton		17,998,307		4,317,069		0		945,385
Michael J. Lange		22,304,770		10,606		0		945,385
Manuel N. Stamatakis		18,028,349		4,287,027		0		945,385
Sotirios J. Vahaviolos		22,300,101		15,275		0		945,385

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011 was approved based upon the following votes:

			Percent of
	Number of Votes		Votes Present
Votes for approval		23,223,455		99.8	%
Votes against		5,048		*
Abstentions		32,258		*

There were no broker non-votes for this item.

* Less than 1%.

SIGNATURE

     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.

	MISTRAS GROUP, INC.
Date: October 18, 2010	By:	/s/ Michael C. Keefe
		Name:	Michael C. Keefe
		Title:	Executive Vice President, General Counsel and Secretary