Document


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) October 31, 2017
___________________
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 500, 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))
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 October 31, 2017, Matrix Service Company (the "Company"), held its 2017 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 2018 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
 
21,064,720
 
185,790
 
10,158
 
3,742,223
John D. Chandler
 
21,051,643
 
201,425
 
7,600
 
3,742,223
John W. Gibson
 
20,903,050
 
350,017
 
7,601
 
3,742,223
John R. Hewitt
 
21,091,509
 
163,574
 
5,585
 
3,742,223
Tom E. Maxwell
 
20,504,550
 
750,534
 
5,584
 
3,742,223
James H. Miller
 
21,096,468
 
156,599
 
7,601
 
3,742,223
Jim W. Mogg
 
21,061,670
 
191,398
 
7,600
 
3,742,223

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 2018 was approved. The results of the vote were as follows:
For
24,867,408

Against
132,906

Abstentions
2,577


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 2017. The results were as follows:
For
20,603,721

Against
599,872

Abstentions
57,075

Broker non votes
3,742,223





Proposal Four - Approval of One Year for the Frequency for Which Stockholders Will Have an Advisory Vote to Approve the Compensation Paid to Certain Executive Officers
The stockholders voted to approve one year for the frequency for which stockholders will have an advisory vote to approve the compensation paid to certain executive officers. The results were as follows:
One year
16,786,429

Two years
209,978

Three years
4,207,933

Abstentions
56,328

Broker non votes
3,742,223








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 3, 2017
 
By:
 
/s/ Kevin S. Cavanah
 
 
 
 
 
 
 
 
 
Kevin S. Cavanah
 
 
 
 
Vice President and Chief Financial Officer