8-K
filed December 7, 2022, 6:59 PM ET
ticker MTRX
CIK 0000866273
other material
confidence high
sentiment neutral
materiality 0.30
Matrix Service stockholders approve officer exculpation, stock plan amendment at 2022 annual meeting
MATRIX SERVICE CO
- Stockholders voted to amend charter to exculpate officers from certain breach of fiduciary duty claims.
- Approved increase in shares authorized under 2020 Stock and Incentive Compensation Plan from 1,725,000 to 2,350,000.
- All seven director nominees elected; Deloitte & Touche ratified as auditor; advisory say-on-pay passed.
- Charter amendment effective on filing with Delaware Secretary of State on Dec 5, 2022.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MATRIX SERVICE CO: Amended Article TENTH to provide exculpation of liability for officers for certain breaches of fiduciary duties (effective 2022-12-05).
- Change
- charter amendment
- Effective
- 2022-12-05
Exact text from the filing
Article TENTH of the Amended and Restated Certificate was amended to provide for exculpation of liability for officers of the Company for certain breaches of fiduciary duties, similar to the protections currently available for directors of the Company.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MATRIX SERVICE CO shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2022-12-05 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-12-05
Exact text from the filing
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 2022. The results were as follows: For 15,215,540 Against 2,906,297 Abstentions 1,203,792 Broker non votes 3,069,759
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MATRIX SERVICE CO shareholders approved Approval of Amended and Restated Certificate of Incorporation to provide for exculpation of officers at the 2022-12-05 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-12-05
Exact text from the filing
Proposal Five - To Approve the Amended and Restated Company's Certificate of Incorporation The stockholders voted to approve the amendment and restatement of the Company's Certificate of Incorporation to provide for the exculpation of officers. The results were as follows: For 16,347,676 Against 1,900,560 Abstentions 1,077,393 Broker non votes 3,069,759
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MATRIX SERVICE CO shareholders approved Election of Directors at the 2022-12-05 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2022-12-05
Exact text from the filing
Proposal One - Election of Directors The nominees for election to the Board of Directors were elected to serve for a term expiring at the 2023 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 Jose L. Bustamante 18,666,633 538,364 120,632 3,069,759 Martha Z. Carnes 18,915,663 289,295 120,671 3,069,759 John D. Chandler 18,566,454 617,933 141,242 3,069,759 Carlin G. Conner 18,895,123 289,345 141,161 3,069,759 John R. Hewitt 18,556,632 712,276 56,721 3,069,759 Liane K. Hinrichs 18,879,884 304,554 141,191 3,069,759 James H. Miller 17,950,220 1,324,248 51,161 3,069,759 Jim W. Mogg 18,948,724 325,874 51,031 3,069,759
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MATRIX SERVICE CO shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2022-12-05 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2022-12-05
Exact text from the filing
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 2023 was approved. The results of the vote were as follows: For 21,093,361 Against 537,042 Abstentions 764,985
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MATRIX SERVICE CO shareholders approved Amendment of the Company's 2020 Stock and Incentive Compensation Plan to increase authorized shares at the 2022-12-05 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2022-12-05
Exact text from the filing
Proposal Four - 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 1,725,000 to 2,350,000. The results were as follows: For 16,054,610 Against 2,229,938 Abstentions 1,041,081 Broker non votes 3,069,759
View on SEC.gov
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