(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	FOR the election of all seven Board nominees set forth on the WHITE proxy card;

•	FOR the ratification of the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018;

•	FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this proxy statement; and

•	FOR the approval, on an advisory basis, of conducting an advisory vote on our executive compensation at the frequency of every “1 YEAR.”

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•	By Internet: You may vote by submitting a proxy over the Internet. Please refer to the WHITE proxy card provided to you by your broker for instructions on how to vote by Internet. If you submit your voting instructions by Internet, you do not need to mail your WHITE proxy card.

•	By Telephone: You may vote by submitting a proxy by telephone by calling the toll-free telephone number on the WHITE proxy card or voting instruction form and following the instructions. If you submit your voting instructions via telephone, you do not need to mail your WHITE proxy card.

•	By Mail: You may vote by submitting a proxy by mail by marking, dating, signing and returning the WHITE proxy card in the postage-paid envelope.

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In Person at the Annual Meeting: If you attend the Annual Meeting, you may deliver your completed WHITE proxy card in person or you may vote by completing a ballot, which we will provide to you at the Annual Meeting. You are encouraged to complete, sign and date the WHITE proxy card and mail it in the enclosed postage pre-paid envelope regardless of whether or not you plan to attend the Annual Meeting.

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•

is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law;

•	is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Company;

•	would be in compliance, if elected as a director, and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunities, confidentiality and stock ownership and trading policies and guidelines of the Company;

•	will tender, promptly following such person’s election or reelection, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board, in accordance with the Board’ policies or guidelines on director elections; and

•	intends to serve a full term if elected as a director of the Company.

•	the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner;

•	the class and number of shares of capital stock of the Company that are owned beneficially and held of record by such stockholder and such beneficial owner;

•	the investment strategy or objective, if any, of such stockholder and its associated person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such associated person;

•	the disclosure of any short positions or other derivative positions relating to the Company’s shares of such stockholder and such beneficial owner, such information to be updated to reflect any material change in such positions through the time of the annual meeting;

•	a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or such beneficial owner has a right to vote any shares of any security of the Company;

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•	a representation that such stockholder is a holder of record of the Company’s stock entitled to vote at such meeting, will continue to be so through the date of the meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting;

•	a representation as to whether such stockholder or beneficial owner intends or is part of a group that intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding stock required to approve or adopt the proposal or to elect each such nominee;

•	the class and number of any security of any entity that was publicly disclosed as a peer by the Company; and

•	a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or any other person.

(1)	shares owned separately by the director or owned either jointly with, or separately by, immediate family members residing in the same household;

(2)	shares held in trust for the benefit of the director or his immediate family members;

(3)	shares purchased in the open market;

(4)	shares purchased through the Company’s Employee Stock Purchase Plan;

(5)	vested and unvested time-based restricted stock or restricted stock units ("RSUs");

(6)	unvested performance or market based restricted stock or restricted stock units but only to the extent that the Company recognizes compensation expense with respect to such restricted stock or restricted stock units;

(7)	in-the-money vested unexercised stock options; and

(8)	any phantom shares held on behalf of a director under the Board’s deferred compensation plan.

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•	The value of the cash retainer remained at $85,000 per each non-employee director.

•	The equity component of the annual grant would continue to be in form of RSUs. The value of the equity grant was increased from $85,000 to $95,000 and the vesting period of the equity grant was decreased from three years to one year. The reduction in vesting period was approved to align the vesting period with the annual director elections.

•	The Committee also concluded that retainers for other Board duties are appropriate and should remain at the following amounts:

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(1)	John R. Hewitt is not included in this table because he is a current employee and thus received no compensation for his service as a director. The compensation received by Mr. Hewitt as an employee is shown in the Summary Compensation Table for our Named Executive Officers under the caption "Executive Officer Compensation".

(2)

Includes retainer fees earned in fiscal 2017 but paid subsequent to the completion of the fiscal year and fees earned in fiscal 2017 but deferred under the Deferred Fee Plan. In fiscal 2017, Mr. Hall deferred $135,000 in fees, Mr. Hendrix deferred $45,000 in fees, Mr. Lackey deferred $35,625 in fees, Mr. Maxwell deferred $92,500 in fees, Mr. Mogg deferred $85,000 in fees, and Mr. Miller deferred $85,000 in fees. Messrs. Gibson and Chandler did not defer any fees. The Deferred Fee Plan is discussed in note (5) below. Mr. Chandler's fees represent those earned after his appointment to the Board effective June 20, 2017 through the end of 2017.

(3)

With the exception of Messrs. Gibson and Chandler, the amounts shown represent the grant date fair value for awards granted during fiscal 2017 determined in accordance with the applicable accounting guidance for equity-based awards. For further information on the valuation of these awards, see Notes 1 and 10 to the Consolidated Financial Statements included in our fiscal 2017 Annual Report on Form 10-K. The grant date fair value of the shares earned in fiscal 2017 was determined by dividing the target value of $95,000 by the average share price over the 20-day period ending five days prior to the grant date. For services provided as a member of the Board in fiscal 2017, Messrs. Hall, Hendrix, Maxwell, Mogg and Miller each received an award of 5,240 RSUs with a grant date fair value of $97,988. Mr. Gibson received a pro-rata award of 8,515 RSUs with a grant date fair value of $159,231 for services provided from his appointment date of April 2016 through fiscal 2017. The amount included for Mr. Gibson represents the value of RSUs earned for fiscal 2017 services. The amount shown for Mr. Chandler represents the estimated value of RSUs earned for fiscal 2017 services. Mr. Chandler's actual pro-rata award, which will include RSUs earned in fiscal 2017, will occur in fiscal 2018. As of June 30, 2017, Messrs. Hall, Hendrix, Maxwell and Mogg each held 12,530 unvested RSUs, Mr. Miller held 14,345 unvested RSUs, and Mr. Gibson held 8,515 unvested RSU's.

(4)	No stock option awards were granted to non-employee directors in fiscal 2017 and no options were outstanding at June 30, 2017.

(5)	A non-employee director may defer all or part of director fees earned into the Deferred Fee Plan. Under the Deferred Fee Plan, directors are allowed to defer fees and earn interest. The amounts shown represent interest earned under the plan in excess of a market rate. For fiscal 2017, the market rate for the deferrals was 2.388% as compared to the actual average rate paid of 5.0%.

(6)

Amounts in the Fees Earned or Paid in Cash column represent fees earned by Mr. Lackey from July 1, 2016 through his retirement date of November 11, 2016. Under the Deferred Fee Plan, Board members receive cash settlement of deferred fees one year after retirement. The amount included in the column titled Change in Pension Value and Nonqualified Deferred Compensation Earnings represents interest earned in excess of the market rate on Mr. Lackey's cumulative deferred fees in fiscal 2017. Cash settlement of Mr. Lackey's Deferred Fee Plan account will occur on November 11, 2017.

(7)	The amount shown for Mr. Chandler represents fees earned beginning on June 20, 2017, the effective date of his appointment, through the Company's fiscal year end of June 30, 2017.

(8)	Ms. Carnes was appointed in July 2017 and as such did not receive fiscal 2017 compensation.

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•	reviewed and discussed with the Company’s internal auditors and independent registered public accounting firm, with and without management present, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting;

•	reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements as of and for the year ended June 30, 2017;

•	discussed with the independent registered public accounting firm the matters required to be discussed by AS 1301: Communications with Audit Committees of the Public Company Accounting Oversight Board; and

•

received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

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•

Base Salaries: Consistent with normal practice, the Committee reviewed Named Executive Officer compensation at the August 2016 meeting. In determining base salary adjustments, the Committee considered many factors including market data provided by Meridian, the Company's financial and safety performance in fiscal 2016 and the absence of salary increases in fiscal 2016. Based on these factors, the Committee approved a salary increase of 5% for the COO, 4% for the CFO, and 10% and 15% for the operating company presidents. The Committee elected not to increase the base salary of the CEO.

•

Fiscal 2017 Short-Term Incentive Compensation Targets: The Committee increased the target bonus opportunity as a percentage of base compensation from 65% to 75% for the COO and CFO and from 60% to 75% for the operating company presidents. No changes were made to the target bonus opportunity as a percentage of base compensation for the CEO. The fiscal 2017 plan metrics were based on the achievement of various financial and safety goals. The achievement of the financial goals determine 85% of the payout while the achievement of the safety goals determine the remaining 15%. In addition, the Company must earn a minimum of 50% of its budgeted pre-tax operating income before any bonuses are paid with respect to financial targets.

•

Fiscal 2017 Short-Term Incentive Compensation Performance: Although the Company did achieve record safety performance, it did not achieve in excess of 50% of budgeted pre-tax operating income. Therefore, no financial incentives were earned. Additionally, despite record safety performance, the Committee also chose not to pay incentives with respect to the safety goals in light of the near breakeven earnings performance.

•

Fiscal 2016 Cash-Based Long-Term Incentive Award Payout: The cash-based portion of the fiscal 2016 long-term incentive award was based on the average Return on Invested Capital for fiscal 2016 and 2017. The fiscal 2016 Return on Invested Capital was 13.0% and the fiscal 2017 Return on Invested Capital was 1.0%. This financial performance resulted in an average Return on Invested Capital of 7.0% which is below the threshold level; therefore, no payout was earned.

•	Fiscal 2017 Long-Term Incentive Awards: The fiscal 2017 long-term incentive target opportunity was increased from 125% to 140% of base compensation for the COO and CFO. There were no changes to the target long-term incentive opportunity for the remaining Named Executive Officers. The actual long-term incentive awards for fiscal 2017 were comprised of the following:

◦	One-third of the award consisted of service-based restricted stock units (“RSUs”). Restrictions on the RSUs lapse in four equal annual installments, subject to continued employment with us;

◦	One-third of the award consisted of performance units. Award recipients may receive anywhere from zero to two shares of our common stock for each performance unit on the third anniversary of the date of the award depending on the Company’s relative Total Shareholder Return in comparison to the Total Shareholder Return of a peer group of companies; and

◦	One-third of the award consisted of a cash-based long-term incentive award. The payout for the cash-based LTI award will range from zero to 150% of the target payout and is based on the Company’s average Return on Invested Capital for fiscal years 2017 and 2018.

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•	Competitiveness – Our compensation programs are designed to ensure we can attract, motivate and retain the talent needed to lead and grow the business. Targets for base salary, short-term and long-term compensation are generally based on median (50th percentile) market levels.

•	Support Business Objectives, Strategy and Values – Ultimately our compensation program is designed to drive the achievement of short and long-term business objectives, support the creation of long-term value for our stockholders, and promote and encourage behavior consistent with our core values and guiding principles.

•	Pay for Performance – While we establish target pay levels at or near the median or 50th percentile market levels for target level performance, our plans provide the opportunity for significantly greater rewards for outstanding performance. At the same time, performance that does not meet expectations is not rewarded.

•	Individual Performance – In addition to company-wide, business unit and operating unit measures, our programs emphasize individual performance and the achievement of personal objectives.

•	Integrated Approach – We look at compensation in total and strive to achieve an appropriate balance of immediate, annual and long-term compensation components, with the ultimate goal of aligning executive compensation with the creation of long-term stockholder value.

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•	Base Salary;

•	Annual/Short-Term Cash Incentive Compensation;

•	Long-Term Incentive Compensation;

•	Other Benefits; and

•	Change of Control Agreements.

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•	John R. Hewitt - Chief Executive Officer: The Committee concluded that Mr. Hewitt's fiscal 2016 performance was very strong. The Committee then concluded, based on the Meridian study, which indicated that Mr. Hewitt's base salary was slightly in excess of the peer group median, that no change to his base salary was warranted. It remained unchanged at $750,000.

•

Joseph F. Montalbano - Chief Operating Officer: The Meridian study indicated that Mr. Montalbano's base salary was $40,500 below the median. Based on Mr. Montalbano's performance and his base salary relative to our peer companies, Mr. Hewitt recommended a base salary increase of 5.0% or $23,625. The Committee approved Mr. Hewitt's recommendation and Mr. Montalbano's base salary was increased from $472,500 to $496,125 effective September 1, 2016.

•	Kevin S. Cavanah - Chief Financial Officer: The Meridian study indicated that Mr. Cavanah's base salary was near the median. Based on Mr. Cavanah's strong performance the Committee approved an increase to base salary of 4.0%, or $16,698, from $417,450 to $434,148, effective September 1, 2016.

•

James P. Ryan - President Matrix Service Inc.: The Meridian study indicated that Mr. Ryan's base salary was well below the median. Based on Mr. Ryan's strong performance and his base salary relative to our peers, Mr. Hewitt recommended an increase of 10.0%, or $38,300. The Committee approved Mr. Hewitt's recommendation and Mr. Ryan's base salary was increased from $383,000 to $421,300 effective September 1, 2016.

•

Jason W. Turner - President Matrix North American Construction: The Meridian study indicated that Mr. Turner's base salary was significantly below the median. Based on Mr. Turner's performance and his base salary relative to our peers, Mr. Hewitt recommended an increase of 15.0%, or $51,615. The Committee approved Mr. Hewitt's recommendation and Mr. Turner's base salary was increased from $344,100 to $395,716 effective September 1, 2016.

•	support and drive performance toward achieving our strategic objectives;

•	emphasize overall company and business unit performance in the structuring of reward opportunities;

•	motivate and reward superior performance; and

•	provide incentive compensation opportunities that are competitive with the industry.

•	If 50% of budgeted fiscal 2017 pre-tax operating income is not achieved, the Committee is not obligated to make any payments relating to financial metrics under the plan. Payouts relating to safety metrics may be paid regardless of financial performance.

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•	Incentives would be weighted at 85% for performance against financial metrics and 15% for performance against safety metrics.

•	Financial incentives would be based on the following:

▪	operating income; and

▪	working capital management.

•	Safety incentives would be based on the following:

▪	Total Recordable Incident Rate, or “TRIR”;

▪	quality and depth of the investigation of safety incidents; and

▪	implementation of corrective actions identified in safety audits.

•	Payout of the short-term incentives attributable to operating income for Messrs. Hewitt, Cavanah and Montalbano would be based on a combination of the Company's consolidated performance and the performance of the individual operating companies. The payout attributable to working capital management and safety would be based on consolidated results.

•	Payout of short-term incentives for Messrs. Ryan and Turner would based on a combination of the Company's consolidated performance and the performance of the applicable operating company with respect to operating income and the applicable operating company performance with respect to working capital management and safety.

•	Once the Committee approved the incentive metrics, Threshold, Target and Maximum levels of performance were defined.

•	Target short-term payouts for fiscal 2017 were established for each of the Named Executive Officers. Mr. Hewitt's target remained at 100% of his base salary, Messrs. Montalbano's and Cavanah's targets increased from 65% to 75% of their respective base salaries and Messrs. Ryan's and Turner's targets were increased from 60% to 75% of their respective base salaries.

•	Safety performance targets, which represent 15% of the total incentive opportunity, were established based on the safety criteria discussed above. The specific criteria were as follows:

•	The financial incentive tied to pre-tax operating income represents 75% of the total bonus opportunity for the Named Executive officers. The specific pre-tax operating income criteria at the consolidated level were as follows:

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Ten percent of the total bonus opportunity is tied to the achievement of Net Working Capital targets. The Net Working Capital percentage is based on the ratio of certain working capital accounts to revenue. The specific criteria are as follows: Threshold - 8.0%; Target - 6.0%; and Maximum - 4.0%. The incentive attributable to Net Working Capital is measured at the consolidated level for Messrs. Hewitt, Montalbano and Cavanah and at the applicable operating company level for Messrs. Ryan and Turner.

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•	One third of the grant consisted of service-based RSUs. Vesting will occur evenly over a four-year period beginning on the first anniversary of the grant date, so long as the Named Executive Officer remains continuously employed by us through each vesting date.

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One third of the grant is in the form of performance units. The performance units cliff vest on the third anniversary of the grant. The shares of Company common stock received can vary from zero to two for each performance unit based on the relative Total Shareholder Return of the Company's common stock as compared to the Total Shareholder Return of a group of peer companies over the vesting period. The potential award levels are as follows:

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•

The remaining one-third of the grant was a performance-based award to be paid in cash. The award cliff vests after two years and is based on the Average Return on Invested Capital ("AROIC") achieved by the Company over fiscal years 2017 and 2018. The threshold AROIC goal is 13%, the target AROIC goal is 15% and the maximum AROIC goal is 17%. At these performance levels, the payouts would be 50%, 100% and 150% of the target award.

•

We sponsor the Matrix Service Company 401(k) Savings Plan, which allows executive officers and other employees to contribute up to 100% of their salary (up to the annual IRS maximum). The Company’s safe harbor matching contribution is a 100% matching contribution on salary deferrals up to the first 3% of compensation and 50% on the next 2% of compensation deferred. All matching contributions are 100% vested at all times. Executive officers participate and receive benefits under the plan in the same manner as all other eligible participants. We do not sponsor or maintain any other pension, deferred compensation or other supplemental retirement plans for executive officers.

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In addition to the group term life insurance policy offered to all eligible employees, we provide additional life insurance to our executive officers, at no cost to the officer.  Specifically, the Company provides a term life insurance policy equal to two times base salary up to a maximum of $1.5 million.  For the CEO, additional corporate term life insurance policies of $500,000 with the Company as the beneficiary and $500,000 with a designee of the CEO as the beneficiary are provided.

•

The Company provides long-term disability to all administrative employees. Under this plan, the employee may receive disability payments of up to 60% of their base salary subject to a maximum of $12,000 per month. The Company also provides a supplemental executive long-term disability plan to the Named Executive Officers. Under the plan, the Named Executive Officers may receive disability payments of up to 60% of the sum of their base salary and the average of their prior two years short-term incentive cash bonuses. The supplemental plan also increases the benefit up to a maximum of $20,000 per month.

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•	any bonus, equity award, equity equivalent award or other incentive compensation has been awarded or received by an executive officer, and such compensation was based on the achievement of any financial results that were subsequently the subject of any material restatement of our financial statements filed with the SEC;

•	the executive officer engaged in grossly negligent or intentional misconduct that caused or substantially caused the material restatement; and

•	the amount of the compensation would have been less had the financial statements been correct,

•	Components of Compensation: We use a mix of compensation elements including base salary, short-term incentives and long-term incentives to avoid placing too much emphasis on any one component of compensation.

•	Short-term Incentive Compensation: Our short-term incentive compensation plan does not allow for unlimited payouts. For fiscal 2017, short-term incentive payments cannot exceed 150% of target levels.

•	Long-term Incentive Awards: Our long-term incentive awards drive a long-term perspective and vest over a period of four years. Our performance-based long-term incentive awards are capped and cannot exceed 200% of target levels.

•	Committee Oversight: The Committee reviews and administers all awards under short- and long-term incentive plans.

•	Performance Measures: Our performance goal setting process is aligned with our business strategy and the interests of our stockholders.

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•	Clawback Policy: We have the ability to recover excess incentive-based compensation awarded to any of our executive officers as a result of an accounting restatement due to material non-compliance with the reporting requirements under federal securities laws in certain circumstances.

•	Stock Ownership Guidelines: Our stock ownership guidelines require our senior management to maintain a significant portion of their personal wealth in our common stock for the duration of their employment with our Company.

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(1)

The amounts shown represent the grant date fair value for awards of RSUs and performance units granted during the period determined in accordance with FASB Accounting Standards Codification ASC Topic 718 – Compensation – Stock Compensation ("ASC718"). A portion of the awards that were granted in fiscal years 2015, 2016, and 2017 are subject to certain market conditions; accordingly, the grant date fair value of these awards is based upon the probable outcome of those conditions. Amounts have not been adjusted for expected forfeitures. For further information on the assumptions used in the valuation of these awards see Note 1 and Note 10 included in the Notes to Consolidated Financial Statements included in our fiscal 2017 Annual Report on Form 10-K. Using the maximum number of shares of stock issuable upon vesting of the performance units (200% of the performance units granted in fiscal 2017), the aggregate grant date fair value of the performance units awarded in fiscal 2017 would be: $1,263,908 for Mr. Hewitt, $468,200 for Mr. Montalbano, $409,722 for Mr. Cavanah, $284,004 for Mr. Ryan and $266,754 for Mr. Turner.

(2)

Represents amounts payable to the Named Executive Officer under the annual/short-term incentive compensation plan for the applicable fiscal year's performance and for the cash-based portion of the long-term incentive award that was earned in the applicable fiscal year. In fiscal 2017, no amounts were earned under the cash-based portion of the long-term incentive plan or under the annual/short-term incentive plan.

(3)

Represents amounts paid by us on behalf of the Named Executive Officer for life insurance and disability premiums and matching contributions to the Named Executive Officer’s account in our qualified 401(k) plan. Life insurance and disability premiums in fiscal 2017 totaled $19,160, $19,664, $13,170, $17,598, and $11,084 for Messrs. Hewitt, Montalbano, Cavanah, Ryan, and Turner, respectively. Matching contributions to our 401(k) plan in fiscal 2017 totaled $8,100, $13,253, $11,576, $11,948, and $12,165 for Messrs. Hewitt, Montalbano, Cavanah, Ryan, and Turner, respectively.

(4)

The base salary of Mr. Hewitt was unchanged in fiscal 2017. The base salaries shown for Messrs. Montalbano, Cavanah and Turner for fiscal 2017 represent their current base salaries of $496,125, $434,148 and $395,716, respectively, for the period from September 1, 2016 to June 30, 2017 and their prior base salaries for the period July 1, 2016 to August 31, 2016. The base salaries of Messrs. Hewitt, Montalbano, Cavanah and Turner were unchanged in fiscal 2016. The base salaries shown for Messrs. Hewitt, Montalbano, Cavanah and Turner for fiscal 2015 represent their base salaries of $750,000, $472,500, $417,500 and $344,100 respectively for the period from September 1, 2014 to June 30, 2015 and their prior base salaries for the period July 1, 2014 to August 31, 2014.

(5)

In recognition of Mr. Ryan's strong contribution to his operating company achieving its budgeted operating income in fiscal 2015, Mr. Ryan received a discretionary short-term incentive compensation bonus of $78,042, or 21.8% of his base salary at June 30, 2015. Mr. Ryan's bonus was based on record financial performance for his operating company. He did not receive any bonus attributable to the safety or consolidated operating income portions of the annual short-term incentive compensation plan or any bonus attributable to the long-term cash based AROIC plan.

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(1)

Represents the number of shares which may be issued pursuant to fiscal 2017 performance unit awards to the Named Executive Officers that cliff vest three years after the grant date. The number of shares of common stock received upon vesting of the performance units will range between 0% and 200% of the number of performance units awarded as determined by the three-year Total Shareholder Return on the Company's common stock when compared to the Total Shareholder Return on the common stock of a group of peer companies selected by the Compensation Committee of the Board. The fiscal 2017 performance unit awards are described above under the caption "Compensation Discussion and Analysis".

(2)	Amounts shown represent service-based RSUs granted to the Named Executive Officers in fiscal 2017. The awards vest in four equal annual installments beginning one year after the grant date, subject to the Named Executive Officer's continued employment with the Company.

(3)

Amounts shown are calculated based upon the grant date fair value calculated in accordance with ASC718. The grant date fair value of the service-based RSUs is calculated by multiplying the number of RSUs awarded by the closing stock price on the date of grant. The grant date fair value of the performance units is calculated using a Monte Carlo model. The model estimated the fair value of the award based on approximately 100,000 simulations of the future prices of the Company's common stock compared to the future prices of its peer companies based on historical volatilities. The model also took into account the expected dividends over the performance period. See Notes 1 and 10 of the Notes to the Consolidated Financial Statements included in the Company’s fiscal 2017 Annual Report on Form 10-K for a full discussion of the Company’s stock based compensation accounting policies. The specific grant date fair values are as follows:

(4)

The amounts shown are the cash incentive compensation award potential for each Named Executive Officer under our annual/short-term incentive compensation plan described above under the caption "Compensation Discussion and Analysis." Actual payouts to the Named Executive Officers for the applicable fiscal year are reported in the Summary Compensation Table as a portion of the amount shown under the column “Non-Equity Incentive Plan Compensation.”

(5)

Amounts shown represent the potential cash awards for each Named Executive Officer under the cash portion of our fiscal 2017 long-term incentive award described above under the caption "Compensation Discussion and Analysis". The actual cash payout can range from 0% to 150% of the target payout and is based on average Return on Invested Capital for fiscal 2017 and fiscal 2018. Actual payouts for the applicable fiscal year are reported in the Summary Compensation Table as a portion of the amount shown under the column "Non-Equity Incentive Plan Compensation."

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(1)	Based on the closing price of our common stock on June 30, 2017 of $9.35.

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(1)

Represents fiscal 2015, 2016 and 2017 performance unit awards to the Named Executive Officers that cliff vest three years after the grant date. If threshold performance is achieved, the performance units are converted to the Company's common stock upon vesting. The number of shares of common stock received for each performance unit will vary from zero to two based on the Total Shareholder Return on the Company's common stock when compared to Total Shareholder Return on common stock of peer companies selected by the Compensation Committee of the Board. The Total Shareholder Return Goals are as follows:

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(1)	The value realized is the difference between the option exercise price and the sales price of the common stock on the date of exercise, multiplied by the number of shares for which the options were exercised.

(2)	The value realized is the closing sales price of the common stock on the vesting date, multiplied by the number of shares for which the restrictions lapsed. The stock awards that vested in fiscal 2017 relate to service-based and performance-based awards and were as follows:

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•	If we experience a “Change of Control” and the executive suffers an “Adverse Event” or is terminated without “Cause,” either on the date of the Change of Control or within 24 months following the Change of Control date; or

•	The executive is terminated from employment at any time for reasons other than Cause.

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•	Mr. Hewitt, Mr. Cavanah and Mr. Montalbano – Paid an amount equal to two years of base salary plus the average annual bonus compensation paid to the executive in the lesser of the previous three years or the number of full fiscal years the executive has been employed in the position. All forms of equity benefits vest and restrictions on such benefits lapse immediately.

•	Mr. Ryan and Mr. Turner – Paid an amount equal to one and one-half years of base salary plus the average annual bonus compensation paid to the executive in the previous three calendar years. All forms of equity benefits vest and restrictions on such benefits lapse immediately.

•	Mr. Hewitt – Paid an amount equal to one year of base salary plus bonus compensation in an amount equal to his target short-term incentive payout which is currently 100% of base salary.

•	Mr. Cavanah, Mr. Montalbano, and Mr. Turner – Paid an amount equal to one year of base salary plus the lesser of the average annual bonus compensation paid to the executive in the previous three years or the number of full fiscal years the executive has been employed in the position.

•	Mr. Ryan – Paid an amount equal to one year of base salary plus the lesser of the average annual bonus compensation paid to the executive in the previous three years or the number of full fiscal years the executive has been employed in the position. All forms of equity benefits vest and restrictions on such benefits lapse immediately.

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(1)	Represents payment of one and one-half or two years of base salary for the event specified based on base salary as of June 30, 2017.

(2)	Represents payment of non-equity incentive severance for the event specified based on the average annual bonus compensation paid to the executive in the lesser of the previous three years or the number of full fiscal years the executive has been employed in the position.

(3)

Represents the value the Named Executive Officer would realize for the vesting of all nonvested stock options for the specified event. The value is the difference between the option exercise price and the market price of the common stock as of the close of business on June 30, 2016, multiplied by the number of nonvested stock options at June 30, 2017. At June 30, 2017, all of the stock options held by the NEOs were already exercisable.

(4)

Represents the value the Named Executive Officer would realize upon the lapsing of restrictions on RSUs, performance units and cash LTI awards due to the specified event. The value shown is the number of unvested RSUs and performance units, assuming a target performance level, at June 30, 2017 multiplied by the market price of common stock at the close of business on June 30, 2017 plus the value of the cash LTI awards, which are also assumed to vest based on the target level of performance.

(5)	Represents 100% of annual salary for Mr. Hewitt. For Messrs. Montalbano, Cavanah, Turner and Ryan, the amount represents payment of non-equity incentive severance for the event specified based on the average annual bonus compensation paid to the executive in the lesser of the previous three years or the number of full fiscal years the executive has been employed in the position.

(6)

Represents the value Mr. Montalbano would realize for the lapsing of restrictions on RSUs, performance units and cash LTI awards due to his retirement. The value shown is the number of unvested RSUs at June 30, 2017 for which restrictions would lapse at retirement multiplied by the market price of common stock at the close of business on June 30, 2017. Restrictions lapse on performance units, RSUs and cash LTI awards upon retirement on a pro rata basis based on the number of full and partial months served in the applicable performance period. The performance units and cash LTI awards are assumed to vest at the target level of performance. Messrs. Hewitt, Cavanah, Ryan, and Turner were not eligible for retirement at June 30, 2017.

•	Competitiveness – Our compensation programs are designed to ensure we can attract, motivate and retain the talent needed to lead and grow the business. Targets for base salary, short-term and long-term compensation are generally based on median (50th percentile) market levels.

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•	Support Business Objectives, Strategy and Values – Ultimately our compensation program is designed to drive the achievement of annual business objectives, support the creation of long-term value for our stockholders, and promote and encourage behavior consistent with our core values and guiding principles.

•	Pay for Performance – While we establish target pay levels at or near the median or 50th percentile market levels for target level performance, our plans provide the opportunity for significantly greater rewards for outstanding performance. At the same time, performance that does not meet expectations is not rewarded.

•	Individual Performance – In addition to objective company-wide, business unit and operating unit financial measures, our programs emphasize individual performance and the achievement of personal objectives.

•	Integrated Approach – We look at compensation in total and strive to achieve an appropriate balance of immediate, short-term and long-term compensation components, with the ultimate goal of aligning executive compensation with long-term stockholder value.

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•	The compensation and other terms of employment of Mr. Miller’s and Mr. Montalbano’s immediate family members are determined on a basis consistent with the Company’s human resources policies and are comparable to other Company employees at similar levels.

•	Mr. Miller’s son was employed by a subsidiary of the Company prior to the time Mr. Miller joined the Board.

•	Mr. Montalbano’s son was selected from a pool of qualified candidates and does not report directly to his father.

•	The work performed by us on behalf of subsidiaries of Williams in fiscal 2017 occurred before Mr. Chandler became a member of our Board and before Mr. Chandler was employed as an executive officer of Williams.

•	The transactions between us and subsidiaries of Williams were negotiated entirely at arm’s length.

•	The transactions were insignificant to each of Williams and Matrix, and Mr. Chandler has no personal interest in the transactions.

•	The transactions will in no way impair the ability of Mr. Chandler to act in our best interests.

•	the nature of the related person’s interest in the transaction;

•	the material terms of the transaction;

•	the significance of the transaction to the related person;

•	the significance of the transaction to us;

•	whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•	any other matters the Audit Committee deems appropriate.

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(1)

Shares of common stock which were not outstanding but which could be acquired by an executive officer upon exercise of an option within 60 days of August 31, 2017 are deemed outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by such person. Such shares, however, are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other person.

(2)	Information is as of December 31, 2016 and is based on the Schedule 13G/A dated January 12, 2017 filed by BlackRock, Inc. (“BlackRock”). BlackRock is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). BlackRock has sole voting power over 3,289,944 shares and sole dispositive power over all of the shares shown.

(3)	Information is as of December 31, 2016 and is based on the Schedule 13G/A dated January 11, 2017 filed by Royce & Associates, LP. (“Royce”). Royce is a registered investment adviser. Royce has sole voting and dispositive power over all of the shares shown.

(4)	Information is as of December 31, 2016 and is based on the Schedule 13G dated February 9, 2017 filed by Dimensional Fund Advisors LP (“Dimensional”). Dimensional is a registered investment adviser. Dimensional has sole voting power over 1,742,152 shares and dispositive power over all of the shares shown.

(5)	Information is as of December 31, 2016 and is based on the Schedule 13G dated February 6, 2017 filed by LSV Asset Management ("LSV"). LSV is a registered investment adviser. LSV has sole voting power over 1,094,617 shares and dispositive power over all of the shares shown.

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(6)	Information is as of December 31, 2016 and is based on the Schedule 13G dated February 10, 2017 filed by The Vanguard Group ("Vanguard"). Vanguard is a registered investment advisor. Vanguard has sole voting power over 32,200 shares, sole dispositive power over 1,353,258 shares, shared voting power over 1,294 shares and shared dispositive power over 31,951 shares.

(7)

Includes the following shares of common stock that are issuable upon the exercise of stock options that are currently exercisable or are exercisable within 60 days after August 31, 2017: Mr. Cavanah – 16,850 shares; Mr. Montalbano - 21,050 shares; Mr. Turner - 8,000 shares; 17 directors and executive officers as a group – 63,050 shares. Also includes the following shares of common stock that are issuable upon the vesting of RSUs within 60 days after August 31, 2017: 17 directors and executive officers as a group - 1,490 shares.

•	Amount of Ownership – Defined as a multiple of the individual’s base salary as noted below. These multiples represent the minimum amount of Company stock an executive officer should seek to acquire and maintain:

•	Timing: The executive officers have until five years after the date of their appointment as an executive officer to acquire the ownership levels discussed above. Thereafter, they are expected to retain this level of ownership during their tenure with the Company. Compliance will be evaluated on an annual basis as of June 30 of each year.

•	Eligible Forms of Equity:

•	shares owned separately by the executive officer or owned either jointly with, or separately by, his or her immediate family members residing in the same household;

•	shares held in trust for the benefit of the executive officer or immediate family members;

•	shares purchased in the open market;

•	shares purchased through the Company’s Employee Stock Purchase Plan;

•	vested and unvested time-based restricted stock or RSUs;

•	unvested performance or market based performance units, restricted stock or RSUs but only to the extent that the Company recognizes compensation expense with respect to such performance units, restricted stock or RSUs; and

•	the in-the-money value of vested and unexercised stock options.

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(1)	Includes 605,580 RSUs and 389,773 performance units, which have no exercise price. The amount included assumes that target level performance is achieved under outstanding performance units for which performance has not yet been determined. Also includes 97,250 share options with an exercise price of $10.19.

(2)	Excludes the shares issuable upon the vesting of RSUs and performance units for which there is no weighted-average price.

(3)	Represents the total number of shares available for issuance under the Matrix Service Company 2016 Stock and Incentive Compensation Plan. Of the 1,716,934 shares available for issuance, all may be awarded as stock options, stock appreciation rights, restricted stock, RSUs, performance shares or performance units.

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•	the impact to our business of crude oil and other commodity prices;

•	amounts and nature of future revenues and margins from each of our segments; and

•	trends in the industries we serve.

•	economic, market or business conditions in general and in the oil, gas, power, iron and steel and mining industries in particular;

•	reduced creditworthiness of our customer base and the higher risk of non-payment of receivables due to low prevailing crude oil and other commodity prices;

•	the inherently uncertain outcome of current and future litigation;

•	the adequacy of our reserves for contingencies;

•	changes in laws or regulations; and

•	other factors, many of which are beyond our control.

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