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mtrx-20231114
0000866273false00008662732023-11-142023-11-14

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
___________________ 
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.)
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)
__________________ 
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 shareMTRXNASDAQ 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:
NomineeVotes ForVotes AgainstAbstentionsBroker Non Votes
Jose L. Bustamante16,290,9982,423,82113,1015,087,632
Martha Z. Carnes16,677,2102,044,4676,2435,087,632
John D. Chandler18,327,821387,87612,2235,087,632
Carlin G. Conner16,627,5272,093,0447,3495,087,632
John R. Hewitt18,493,430224,44810,0425,087,632
Liane K. Hinrichs16,277,0632,443,9116,9465,087,632
James H. Miller15,292,0213,424,08911,8105,087,632
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:
For23,227,203 
Against500,707 
Abstentions87,642 
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:
For15,259,125 
Against3,408,660 
Abstentions60,135 
Broker non votes5,087,632 



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:
1 year16,997,647 
2 years22,697 
3 years1,587,007 
Abstentions120,569 
Broker non-votes5,087,632 
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:
For16,685,439 
Against2,027,033 
Abstentions15,448 
Broker non votes5,087,632 




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 15, 2023 By: /s/ Kevin S. Cavanah
   
  Kevin S. Cavanah
  Vice President and Chief Financial Officer