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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) December 5, 2022
___________________ 
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)
Former Address: 5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135
(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 shareMTRXNASDAQ 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2022, Matrix Service Company (the "Company") filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) with the Delaware Secretary of State. 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.

Item 5.07    Submission of Matters to a Vote of Security Holders.
On December 5, 2022, the Company held its 2022 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 2023 Annual Meeting of Stockholders or until their successors shall be duly elected and qualified. The results of the vote were as follows:
NomineeVotes ForVotes AgainstAbstentionsBroker Non Votes
Jose L. Bustamante18,666,633538,364120,6323,069,759
Martha Z. Carnes18,915,663289,295120,6713,069,759
John D. Chandler18,566,454617,933141,2423,069,759
Carlin G. Conner18,895,123289,345141,1613,069,759
John R. Hewitt18,556,632712,27656,7213,069,759
Liane K. Hinrichs18,879,884304,554141,1913,069,759
James H. Miller17,950,2201,324,24851,1613,069,759
Jim W. Mogg18,948,724325,87451,0313,069,759
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:
For21,093,361 
Against537,042 
Abstentions764,985 
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:
For15,215,540 
Against2,906,297 
Abstentions1,203,792 
Broker non votes3,069,759 



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:
For16,054,610 
Against2,229,938 
Abstentions1,041,081 
Broker non votes3,069,759 
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:
For16,347,676 
Against1,900,560 
Abstentions1,077,393 
Broker non votes3,069,759 
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
3.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: December 7, 2022 By: /s/ Kevin S. Cavanah
   
  Kevin S. Cavanah
  Vice President and Chief Financial Officer