UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
April 13, 2011
 
 
MFRI, INC.
(exact name of registrant as specified in charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
0-18370
(Commission File Number)
 
36-3922969
(IRS Employer Identification No.)
 
 
7720 North Lehigh Avenue, Niles, Illinois    60714
(Address of principal executive offices)    (Zip Code)
 
Registrant's telephone number, including area code: (847) 966-1000
 
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):
 
¬
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)    On April 13, 2011, Henry M. Mautner notified the Board of Directors (the “Board”) of MFRI, Inc. (the “Company”) that he would not stand for re-election as a director of the Company at the next annual meeting of stockholders (the “Annual Meeting”). On April 13, 2011, the Board adopted a resolution reducing the number of directors comprising the Board from nine to eight effective at the Annual Meeting.
 
 
SIGNATURES
 
 
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, thereunto duly authorized.
Date: April 18, 2011
 
MFRI, INC.
(Registrant)
 
 
By: /s/ Michael D. Bennett
      Michael D. Bennett
Vice President, Chief Financial Officer, Secretary and Treasurer