Matrix Service Co 8-K, filed Nov 4, 2025
Matrix Service Co (MTRX)
8-K
2025-11-04
For: 2025-11-04
View Original
Added on
April 10, 2026
About this 8-K
Matrix Service Co filed this 8-K on November 4, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 4, 2025
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 November 4, 2025, Matrix Service Company (the "Company") held its 2025 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 2026 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 | 20,751,776 | 829,647 | 10,807 | 4,233,591 | ||||||||||||||||||||||
| Martha Z. Carnes | 20,862,940 | 718,884 | 10,406 | 4,233,591 | ||||||||||||||||||||||
| John D. Chandler | 21,027,875 | 560,200 | 4,155 | 4,233,591 | ||||||||||||||||||||||
| Carlin G. Conner | 20,658,789 | 930,235 | 3,206 | 4,233,591 | ||||||||||||||||||||||
| John R. Hewitt | 21,028,289 | 560,184 | 3,757 | 4,233,591 | ||||||||||||||||||||||
| Liane K. Hinrichs | 20,761,064 | 827,694 | 3,472 | 4,233,591 | ||||||||||||||||||||||
| James H. Miller | 21,029,454 | 558,491 | 4,285 | 4,233,591 | ||||||||||||||||||||||
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 2026 was approved. The results of the vote were as follows:
| For | 25,498,799 | |||||||
| Against | 321,924 | |||||||
| Abstentions | 5,098 | |||||||
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 2026. The results were as follows:
| For | 20,132,922 | |||||||
| Against | 1,408,554 | |||||||
| Abstentions | 50,754 | |||||||
| Broker non votes | 4,233,591 | |||||||
Proposal Four - Approval of the Matrix Service Company 2026 Employee Stock Purchase Plan
The stockholders voted to approve the adoption of the Matrix Service Company 2026 Employee Stock Purchase Plan. The results were as follows:
| For | 21,208,865 | ||||
| Against | 378,588 | ||||
| Abstentions | 4,777 | ||||
| Broker non votes | 4,233,591 | ||||
Proposal Five - Approval of the Third Amendment to the Matrix Service Company 2020 Stock and Incentive Compensation Plan
The stockholders voted to approve the amendment of the Matrix Service Company 2020 Stock and Incentive Compensation to increase the number of shares of common stock of the Company authorized for issuance thereunder from 3,975,000 to 5,000,000. The results were as follows:
| For | 14,331,217 | ||||
| Against | 6,641,355 | ||||
| Abstentions | 619,658 | ||||
| Broker non votes | 4,233,591 | ||||
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 4, 2025 | By: | /s/ Kevin S. Cavanah | ||||||||||||
| Kevin S. Cavanah | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||