Washington, D.C. 20549



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

Exchange Act of 1934


Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐


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    Preliminary Proxy Statement    
    Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    Definitive Proxy Statement
  ☒  Definitive Additional Materials
    Soliciting Material Pursuant to Rule 14a-12


Mistras Group, Inc.

(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)


Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


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   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.  
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on October 20, 2015









Meeting Information

Meeting Type: Annual Meeting

For holders as of: August 24, 2015

Date: October 20, 2015   Time: 5:00 PM EDT


195 Clarksville Road

Princeton Junction

New Jersey, 08550




You are receiving this communication because you hold shares in the above named company.

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.


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— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Notice of Annual Meeting and Proxy Statement         2. the 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 e-mail 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 e-mail, 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 e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 06, 2015 to facilitate timely delivery.


— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow 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.


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Voting items


The Board of Directors recommends you
vote FOR the following:



Election of Directors


01 Nicholas DeBenedictis       

02 James J. Forese       03 Richard H. Glanton       04 Michael J. Lange       05 Manuel N. Stamatakis       

06 Sotirios J. Vahaviolos        

07 W. Curtis Weldon



The Board of Directors recommends you vote FOR proposals 2. and 3.



To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as independent registered public accounting firm of Mistras Group, Inc. for its fiscal year ending May 31, 2016.



Approval of an advisory vote on the compensation of Mistras Group named executive officers.


NOTE:  Such other business as may properly come before the meeting or any adjournment thereof.





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