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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) November 14, 2023
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Matrix Service Company
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware |
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001-15461 |
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73-1352174 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
15 East 5th Street, Suite 1100, Tulsa, Oklahoma 74103
(Address of principal executive offices and zip code)
918-838-8822
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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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):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
MTRX |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 14, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal One - Election of Directors
The nominees for election to the Board of Directors were elected to serve for a term expiring at the 2024 Annual Meeting of Stockholders or until their successors shall be duly elected and qualified. The results of the vote were as follows:
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| Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non Votes |
| Jose L. Bustamante |
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16,290,998 |
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2,423,821 |
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13,101 |
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5,087,632 |
| Martha Z. Carnes |
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16,677,210 |
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2,044,467 |
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6,243 |
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5,087,632 |
| John D. Chandler |
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18,327,821 |
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387,876 |
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12,223 |
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5,087,632 |
| Carlin G. Conner |
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16,627,527 |
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2,093,044 |
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7,349 |
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5,087,632 |
| John R. Hewitt |
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18,493,430 |
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224,448 |
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10,042 |
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5,087,632 |
| Liane K. Hinrichs |
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16,277,063 |
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2,443,911 |
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6,946 |
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5,087,632 |
| James H. Miller |
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15,292,021 |
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3,424,089 |
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11,810 |
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5,087,632 |
Proposal Two - Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2024 was approved. The results of the vote were as follows:
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| For |
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23,227,203 |
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| Against |
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500,707 |
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| Abstentions |
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87,642 |
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Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation
The stockholders voted to approve, on an advisory basis, named executive officer compensation for fiscal 2023. The results were as follows:
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| For |
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15,259,125 |
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| Against |
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3,408,660 |
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| Abstentions |
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60,135 |
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| Broker non votes |
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5,087,632 |
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Proposal Four - To Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The stockholders voted to approve the frequency of future advisory votes on named executive officer compensation. The results were as follows:
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| 1 year |
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16,997,647 |
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| 2 years |
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22,697 |
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| 3 years |
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1,587,007 |
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| Abstentions |
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120,569 |
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| Broker non-votes |
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5,087,632 |
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Proposal Five - To Approve Amendment of the Company's 2020 Stock and Incentive Compensation Plan
The stockholders voted to approve the amendment of the Company's 2020 Stock and Incentive Compensation Plan to increase the number of shares of Common Stock of the Company authorized for issuance thereunder from 2,350,000 to 3,975,000. The results were as follows:
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| For |
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16,685,439 |
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| Against |
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2,027,033 |
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| Abstentions |
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15,448 |
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| Broker non votes |
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5,087,632 |
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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 hereunto duly authorized.
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Matrix Service Company |
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| Dated: November 15, 2023 |
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By: |
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/s/ Kevin S. Cavanah |
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Kevin S. Cavanah |
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Vice President and Chief Financial Officer |
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