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 30, 2018
___________________
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 30, 2018, Matrix Service Company (the "Company"), held its 2018 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 2019 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
 
21,912,577
 
521,704
 
8,562
 
1,749,172
John D. Chandler
 
21,721,478
 
713,629
 
7,736
 
1,749,172
John W. Gibson
 
21,908,198
 
525,983
 
8,662
 
1,749,172
John R. Hewitt
 
21,957,470
 
477,461
 
7,912
 
1,749,172
Liane K. Hinrichs
 
21,968,537
 
465,744
 
8,562
 
1,749,172
James H. Miller
 
21,904,596
 
529,685
 
8,562
 
1,749,172
Jim W. Mogg
 
21,877,134
 
557,798
 
7,911
 
1,749,172
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 2019 was approved. The results of the vote were as follows:
For
23,822,750

Against
359,230

Abstentions
10,035

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 2018. The results were as follows:
For
21,900,945

Against
457,966

Abstentions
83,932

Broker non votes
1,749,172

Proposal Four - To Approve the Matrix Service Company 2018 Stock and Incentive Compensation Plan
The stockholders voted to approve the Matrix Service Company 2018 Stock and Incentive Compensation Plan. The results were as follows:
For
20,088,549

Against
2,333,705

Abstentions
20,589

Broker non votes
1,749,172




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Item 9.01
Financial Statements and Exhibits.
The following exhibit is filed herewith:
Exhibit No.
 
Description
 
 
 
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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 1, 2018
 
By:
 
/s/ Kevin S. Cavanah
 
 
 
 
 
 
 
 
 
Kevin S. Cavanah
 
 
 
 
Vice President and Chief Financial Officer










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