SEC Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

[ ] Definitive Proxy Statement

[x] Definitive Additional Materials

[ ] Soliciting Material Pursuant to § 240.14a‑12

MFRI, INC.

(name of registrant as specified in its charter)

_________________________________________

(name of person(s) filing proxy statement, if other than registrant)

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[x] No fee required.

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Notice of Annual Meeting

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholders’ Meeting to be Held on June 28, 2016



MFRI, Inc.		Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: May 6, 2016
		Date: June 28, 2016 Time: 10:00 a.m., Central Time
		Location: Meeting live via the Internet-please visit
		www.virtualshareholdermeeting.com/MFRI2016.
		The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MFRI2016 and be sure to have the information that is printed in the box marked by the arrow
		(located on the following page).



		You are receiving this communication because you hold shares in the company named above.
		This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
		We encourage you to access and review all of the important information contained in the proxy materials before voting.



		See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE

NOTICE & PROXY STATEMENT ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow

(located on the following page) and visit www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:If you want to receive a paper or email copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com

2) BY TELEPHONE: 1-800-579-1639

3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by email, please send a blank e-mail with the information that is printed in the box marked by the arrow

(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the requests as instructed above on or before June 14, 2016.

How to Vote

Please Choose One of the Following Voting Methods

Vote By Internet:
Before the Meeting:
Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow

(located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Voting Items
The Board of Directors recommends a vote FOR the Board's nominees

1. Election of Directors
Nominees:
01) David S. Barrie
02) Bradley E. Mautner
03) David B. Brown
04) Jerome T. Walker
05) Mark A. Zorko

The Board of Directors recommends you vote FOR the following proposals:

2. Approval of the advisory resolution on executive compensation

3. Ratification of the appointment of Grant Thornton LLP as the Company's independent accountant for the fiscal year ending January 31, 2017.

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.