Form 8-K

 

 

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 17, 2011

 

 

Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

DELAWARE   001-15461   73-1352174

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

5100 E Skelly Dr., Suite 700, Tulsa, OK   74135
(Address of Principal Executive Offices)   (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))

 

 

 


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

On November 17, 2011, Matrix Service Company (the “Company”) held its 2011 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 2012 annual meeting of stockholders and until their successors shall be duly elected and qualified. The results of the vote were as follows:

 

Nominee

   Votes For      Authority Withheld      Broker Non Votes  

John R. Hewitt

     20,957,965         1,541,898         1,727,898   

Michael J. Hall

     21,984,960         514,903         1,727,898   

I. Edgar (Ed) Hendrix

     21,804,494         695,369         1,727,898   

Paul K. Lackey

     21,804,994         694,869         1,727,898   

Tom E. Maxwell

     21,939,853         560,010         1,727,898   

David J. Tippeconnic

     21,944,186         555,677         1,727,898   

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 2012 was approved. The results of the vote were as follows:

 

For

     24,155,204   

Against

     55,352   

Abstentions

     17,205   

Broker Non-votes

     0   

Proposal Three — Advisory Vote to Approve

Named Executive Officer Compensation

The stockholders voted to approve, on an advisory basis, named executive officer compensation. The results of the vote were as follows:

 

For

     16,426,268   

Against

     5,983,794   

Abstentions

     89,801   

Broker Non-votes

     1,727,898   

Proposal Four — Advisory Vote on Frequency of Advisory

Vote on Compensation of Named Executive Officers


The stockholders expressed a preference for the option of once every year as the preferred frequency for the holding of future advisory votes on compensation of named executive officers. The results of the vote were as follows:

 

1 Year

     20,172,798   

2 Years

     14,447   

3 Years

     2,218,046   

Abstentions

     94,572   

Broker Non-votes

     1,727,898   

Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation

The Board of Directors of the Company recommended that the stockholders vote to conduct future advisory votes on executive compensation every year. In light of the voting results and the Board’s recommendation, the Company has decided that it will include a stockholder advisory vote on named executive officer compensation in its proxy materials every year until the next required vote on the frequency of stockholder votes on named executive officer compensation.


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 21, 2011     By:   /s/ Kevin S. Cavanah
      Kevin S. Cavanah
      Vice President and Chief Financial Officer