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) May 10, 2022
___________________
(Exact Name of Registrant as Specified in Its Charter)
___________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
(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 | ||||||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(d) On May 10, 2022, the Board of Directors of Matrix Service Company (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, increased the size of the Board from seven to eight members and appointed Jose Luis Martin de Bustamante to serve as a member of the Board of Directors, to fill the resulting vacancy, for a term commencing on May 10, 2022 and expiring at the Annual Meeting of Stockholders of the Company in 2022 and until his successor is duly elected and qualifies, unless he sooner dies, retires or resigns. The Board of Directors also appointed Mr. Bustamante to serve on each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors coincident with the commencement of his service as a director.
On May 16, 2022, the Company issued a press release announcing the appointment of Mr. Bustamante to the Board of Directors. The full text of the press release is attached as Exhibit 99 to this Current Report on Form 8-K.
In conjunction with his appointment, the Company will enter into an Indemnification Agreement with Mr. Bustamante, the form of which has been filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on September 13, 2021. The Indemnification Agreement provides indemnity to the director against liabilities incurred in the performance of his duties to the fullest extent permitted by law.
| Item 9.01 | Financial Statements and Exhibits. | ||||
The following exhibits are furnished herewith:
| Exhibit No. | Description | |||||||
| 99 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: May 16, 2022 | By: | /s/ Kevin S. Cavanah | ||||||||||||
| Kevin S. Cavanah | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||
EXHIBIT 99
Retired Fluor Corporation Executive Jose Bustamante Named to
Matrix Service Company Board of Directors
Brings strong strategy and business development, operational, and international leadership expertise
TULSA, Okla., May 16, 2022 – Matrix Service Company (Nasdaq: MTRX) Matrix Service Company (Nasdaq: MTRX) today announced the addition of Jose Luis Martin de Bustamante to the Company’s Board of Directors.
“We are excited to welcome Jose to the Matrix Service Company Board of Directors. His long-standing history of leadership at Fluor Corporation, together with his proven expertise in business development, contracting, and managing large, complex projects across a wide range of end-markets, will be invaluable as Matrix responds to growing opportunities,” said Chairman of the Board Jim Mogg.
“Jose brings extensive international experience and has held long-term assignments across Latin America, Spain, the United Kingdom, the United States, and the United Arab Emirates with increasing operations and sales responsibilities. He is well-aligned with Matrix Service Company’s end-markets and areas where we see significant opportunity. We look forward to his contributions.”
Prior to his retirement from Fluor Corporation in 2020, Bustamante served as Executive Vice President and Chief Commercial Officer with responsibility for sales, marketing, and strategic planning, as well as communications, community and government relations. Over the course of his 30-year career at Fluor he also served in various leadership positions across the organization including Senior Vice President of Business Development, Marketing, and Strategic Planning – Energy and Chemicals, Senior Vice President and General Manager (MENA Region) and Senior Vice President of Sales – Chemicals Business Line.
He is former chairman of both ICA Fluor, the largest industrial contractor in Mexico and COOEC-Fluor Heavy Industries Co., Ltd, a world scale fabrication joint venture in the Guangdong province of China. He also served as a Board member in numerous international joint ventures including Fluor Arabia Ltd. and Fluor Kuwait.
Bustamante currently serves as President for ESAsolar USA Inc., the U.S. subsidiary of a Madrid-based renewable energy company with leading technology in solar trackers.
The addition of Bustamante to the Matrix Board increases its membership from seven to eight members with diverse geographic, industry, technical and business backgrounds and supporting Company's strong emphasis on inclusion and diversity; 37.5% of the Matrix Board is gender or ethnically diverse.
About Matrix Service Company
Matrix Service Company (Nasdaq: MTRX), through its subsidiaries, is a leading North American industrial engineering, construction, and maintenance contractor headquartered in Tulsa, Oklahoma with offices located throughout the United States and Canada, as well as Sydney, Australia and Seoul, South Korea.
The Company reports its financial results in three key operating segments: Utility and Power Infrastructure, Process and Industrial Facilities, and Storage and Terminal Solutions.
1
With a focus on sustainability, building strong Environment, Social and Governance (ESG) practices, and living our core values, Matrix ranks among the Top Contractors by Engineering-News Record, has been recognized for its Board diversification, is an active signatory to CEO Action for Diversity and Inclusion, and is recognized as a Great Place to Work®. To learn more about Matrix Service Company, visit www.matrixservicecompany.com and read our inaugural Sustainability Report.
For more information about Matrix, please contact:
| Kevin S. Cavanah | Kellie Smythe | ||||
| Matrix Service Company | Matrix Service Company | ||||
| Vice President and CFO | Senior Director, Investor Relations | ||||
| T: 918-838-8822 | T: 918-359-8267 | ||||
Email: ir@matrixservicecompany.com | Email: ksmythe@matrixservicecompany.com | ||||
This release contains forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are generally accompanied by words such as “anticipate,” “continues,” “expect,” “forecast,” “outlook,” “believe,” “estimate,” “should” and “will” and words of similar effect that convey future meaning, concerning the Company’s operations, economic performance and management’s best judgment as to what may occur in the future. Future events involve risks and uncertainties that may cause actual results to differ materially from those we currently anticipate. The actual results for the current and future periods and other corporate developments will depend upon a number of economic, competitive and other influences, including those factors discussed in the “Risk Factors” and “Forward Looking Statements” sections and elsewhere in the Company’s reports and filings made from time to time with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond the control of the Company, and any one of which, or a combination of which, could materially and adversely affect the results of the Company's operations and its financial condition. We undertake no obligation to update information contained in this release.
2