UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 25, 2019
MATSON, INC.
(Exact Name of Registrant as Specified in its Charter)
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HAWAII |
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001-34187 |
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99-0032630 |
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1411 Sand Island Parkway |
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96819 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (808) 848-1211
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to 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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 25, 2019, Matson, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders, at which: (i) seven directors of the Company’s Board of Directors were elected, (ii) executive compensation was approved in an advisory vote, and (iii) the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2019 was ratified.
Each matter was described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 11, 2019. The number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter voted upon at the 2019 Annual Meeting of Shareholders, were as follows:
Proposal 1: Election of Directors
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Nominee |
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For |
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Withheld |
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Broker Non-Vote |
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W. Blake Baird |
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21,537,323 |
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15,531,782 |
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2,805,670 |
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Matthew J. Cox |
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36,862,930 |
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206,175 |
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2,805,670 |
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Thomas B. Fargo |
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36,817,306 |
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251,799 |
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2,805,670 |
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Mark H. Fukunaga |
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36,904,491 |
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164,614 |
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2,805,670 |
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Stanley M. Kuriyama |
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36,831,398 |
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237,707 |
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2,805,670 |
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Constance H. Lau |
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36,284,921 |
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784,184 |
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2,805,670 |
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Jenai S. Wall |
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36,922,417 |
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146,688 |
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2,805,670 |
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Proposal 2: Advisory Vote to Approve Executive Compensation
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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35,915,408 |
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1,061,205 |
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92,492 |
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2,805,670 |
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Proposal 3: Ratification of Independent Registered Public Accounting Firm
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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39,347,581 |
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505,081 |
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22,113 |
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— |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 26, 2019
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MATSON, INC. |
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/s/ PETER T. HEILMANN |
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Peter T. Heilmann |
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Senior Vice President, Chief Administrative Officer and General Counsel |