Matrix Service holders back board, auditor, say-on-pay and plans

Rhea-AI Filing Summary

Matrix Service Company reported results from its 2025 Annual Meeting. Stockholders elected all director nominees to serve until the 2026 meeting. They ratified Deloitte & Touche LLP as independent auditor for fiscal 2026 with 25,498,799 votes for, 321,924 against, and 5,098 abstentions.

Stockholders approved the advisory vote on named executive officer compensation with 20,132,922 for, 1,408,554 against, and 50,754 abstentions, with 4,233,591 broker non-votes. They also approved the Matrix Service Company 2026 Employee Stock Purchase Plan with 21,208,865 for, 378,588 against, and 4,777 abstentions, with 4,233,591 broker non-votes.

Finally, stockholders approved the Third Amendment to the 2020 Stock and Incentive Compensation Plan to increase the shares authorized for issuance thereunder from 3,975,000 to 5,000,000; the vote was 14,331,217 for, 6,641,355 against, and 619,658 abstentions, with 4,233,591 broker non-votes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) November 4, 2025

___________________ 

Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

___________________ 

Delaware

001-15461

73-1352174

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

15 East 5th Street, Suite 1100, Tulsa, Oklahoma 74103

(Address of principal executive offices and zip code)

918-838-8822

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(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 (see General Instruction A.2. below):

☐ 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, par value $0.01 per share			MTRX			NASDAQ Global Select Market

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).

Emerging growth company ☐

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

FAQ

What did MTRX stockholders approve at the 2025 Annual Meeting?

They elected all director nominees, ratified Deloitte & Touche LLP for fiscal 2026, approved say-on-pay, approved the 2026 Employee Stock Purchase Plan, and amended the 2020 equity plan.

How did MTRX vote on the auditor ratification?

Ratification of Deloitte & Touche LLP received 25,498,799 votes for, 321,924 against, and 5,098 abstentions.

What were the say-on-pay results for MTRX?

The advisory vote on executive compensation received 20,132,922 for, 1,408,554 against, and 50,754 abstentions, with 4,233,591 broker non-votes.

Was the MTRX 2026 Employee Stock Purchase Plan approved?

Yes. Votes were 21,208,865 for, 378,588 against, and 4,777 abstentions, with 4,233,591 broker non-votes.

What changed in MTRX’s 2020 Stock and Incentive Plan?

Stockholders approved increasing shares authorized for issuance from 3,975,000 to 5,000,000. The vote was 14,331,217 for, 6,641,355 against, 619,658 abstentions, with 4,233,591 broker non-votes.

Were all MTRX director nominees elected?

Yes. All nominees were elected to serve until the 2026 Annual Meeting or until successors are duly elected and qualified.