8-K - MATX - Equibles

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): May 2, 2022 ( April 28, 2022 )

MATSON, INC.

(Exact Name of Registrant as Specified in its Charter)

Hawaii		001-34187		99-0032630
(State or Other Jurisdiction of<br>Incorporation)		(Commission File Number)		(I.R.S. Employer Identification<br>No.)


1411 Sand Island Parkway
Honolulu , Hawaii		96819
(Address of principal executive offices)		(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	MATX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 28, 2022, Matson, Inc. (the “Company”) held its 2022 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, 2022 was ratified.

Each matter was described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 14, 2022. 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 2022 Annual Meeting of Shareholders, were as follows:

Proposal 1: Election of Directors

Nominee	For	Withheld	Broker Non-Vote
Meredith J. Ching	33,266,079	47,190	3,270,052
Matthew J. Cox	32,814,356	498,913	3,270,052
Thomas B. Fargo	32,873,885	439,384	3,270,052
Mark H. Fukunaga	33,187,413	125,856	3,270,052
Stanley M. Kuriyama	32,966,121	347,148	3,270,052
Constance H. Lau	32,641,796	671,473	3,270,052
Jenai S. Wall	33,166,161	147,108	3,270,052

Proposal 2: Advisory Vote to Approve Executive Compensation

For	****	Against	****	Abstain	****	Broker Non-Vote
32,656,558		572,877		83,834		3,270,052

Proposal 3: Ratification of Independent Registered Public Accounting Firm

<br><br>
For	****	Against	****	Abstain	Broker Non-Vote
35,858,303		700,487		24,531	—

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.


	MATSON, INC.


	/s/ Peter T. Heilmann
	Peter T. Heilmann
	Executive Vice President, Chief Administrative Officer and General Counsel


Dated: May 2, 2022