---
schema_version: "secwatch.filing_event.v1"
accession: "0000866273-23-000083"
form_type: "8-K"
ticker: "MTRX"
cik: "0000866273"
company_name: "MATRIX SERVICE CO"
filed_at: "2023-11-16T23:59:59+00:00"
generated_at: "2026-06-08T01:50:12.012371+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Matrix Service stockholders approve all proposals at 2023 annual meeting

## Summary
- All five director nominees elected with >15M votes for each; broker non-votes ~5.1M.
- Ratification of Deloitte as auditor approved (23.2M for, 0.5M against).
- Advisory vote on executive compensation approved (15.3M for, 3.4M against).
- Shareholders chose 1-year frequency for future advisory votes (17.0M for 1 year).
- Amendment to 2020 Stock Plan approved, increasing authorized shares to 3,975,000 (16.7M for).

## SEC filing metadata
- accession: 0000866273-23-000083
- form_type: 8-K
- ticker: MTRX
- cik: 0000866273
- company_name: MATRIX SERVICE CO
- filed_at: 2023-11-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/866273/000086627323000083/0000866273-23-000083-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/866273/000086627323000083/mtrx-20231114.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000866273-23-000083
- JSON: https://secwatch.observer/filing/0000866273-23-000083.json
- Plain text: https://secwatch.observer/filing/0000866273-23-000083.txt

## Key facts
- Shareholder Votes
  MATRIX SERVICE CO shareholders approved To Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation at the 2023-11-14 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-11-14
  source text: Proposal Four - To Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation The stockholders voted to approve the frequency of future advisory votes on named executive officer compensation. The results were as follows: 1 year 16,997,647 2 years 22,697 3 years 1,587,007 Abstentions 120,569 Broker non-votes 5,087,632
  evidence_url: https://www.sec.gov/Archives/edgar/data/866273/000086627323000083/0000866273-23-000083-index.htm
- Shareholder Votes
  MATRIX SERVICE CO shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-11-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-11-14
  source text: 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 2024 was approved. The results of the vote were as follows: For 23,227,203 Against 500,707 Abstentions 87,642
  evidence_url: https://www.sec.gov/Archives/edgar/data/866273/000086627323000083/0000866273-23-000083-index.htm
- Shareholder Votes
  MATRIX SERVICE CO shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-11-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-11-14
  source text: 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 2023. The results were as follows: For 15,259,125 Against 3,408,660 Abstentions 60,135 Broker non votes 5,087,632
  evidence_url: https://www.sec.gov/Archives/edgar/data/866273/000086627323000083/0000866273-23-000083-index.htm
- Shareholder Votes
  MATRIX SERVICE CO shareholders approved Election of Directors at the 2023-11-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-11-14
  source text: On November 14, 2023, the Company held its 2023 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 2024 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 16,290,998 2,423,821 13,101 5,087,632 Martha Z. Carnes 16,677,210 2,044,467 6,243 5,087,632 John D. Chandler 18,327,821 387,876 12,223 5,087,632 Carlin G. Conner 16,627,527 2,093,044 7,349 5,087,632 John R. Hewitt 18,493,430 224,448 10,042 5,087,632 Liane K. Hinrichs 16,277,063 2,443,911 6,946 5,087,632 James H. Miller 15,292,021 3,424,089 11,810 5,087,632
  evidence_url: https://www.sec.gov/Archives/edgar/data/866273/000086627323000083/0000866273-23-000083-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.