Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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 3, 2020

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Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

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Delaware

001-15461

73-1352174

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135

(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)

__________________ 

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)

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

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

☐			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:

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. ☐

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

On November 3, 2020, Matrix Service Company (the "Company"), held its 2020 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 2021 Annual Meeting of Stockholders or until their successors shall be duly elected and qualified. The results of the vote were as follows:

Nominee						Votes For						Votes Against						Abstentions						Broker Non Votes
Martha Z. Carnes						22,267,130						1,072,617						7,443						1,600,112
John D. Chandler						22,266,719						1,072,758						7,713						1,600,112
Carlin G. Conner						22,485,366						855,111						6,713						1,600,112
John R. Hewitt						22,437,173						904,492						5,525						1,600,112
Liane K. Hinrichs						22,184,364						1,155,383						7,443						1,600,112
James H. Miller						19,396,460						3,944,750						5,980						1,600,112
Jim W. Mogg						22,311,221						1,028,256						7,713						1,600,112

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 2021 was approved. The results of the vote were as follows:

For			24,672,114
Against			268,652
Abstentions			6,536

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 2020. The results were as follows:

For			21,854,098
Against			1,447,741
Abstentions			45,351
Broker non votes			1,600,112

Proposal Four - To Approve the Matrix Service Company 2020 Stock and Incentive Compensation Plan

The stockholders voted to approve the Matrix Service Company 2020 Stock and Incentive Compensation Plan. The results were as follows:

For			18,849,566
Against			4,409,760
Abstentions			87,864
Broker non votes			1,600,112

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Item 9.01			Financial Statements and Exhibits.

The following exhibit is filed herewith:

Exhibit No.						Description
10						Matrix Service Company 2020 Stock and Incentive Compensation Plan (Appendix A to the Company's proxy statement (File No. 1-15461) filed September 24, 2020, is hereby incorporated by reference).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

 

Matrix Service Company

Dated: November 4, 2020

By:

/s/ Kevin S. Cavanah

Kevin S. Cavanah

Vice President and Chief Financial Officer