Form 8-K

Matrix Service Company

Dated: November 21, 2011

/s/ Kevin S. Cavanah

Kevin S. Cavanah

Vice President and Chief Financial Officer

0001193125-11-318371.txt : 20111121 0001193125-11-318371.hdr.sgml : 20111121 20111121151334 ACCESSION NUMBER: 0001193125-11-318371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111117 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20111121 DATE AS OF CHANGE: 20111121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATRIX SERVICE CO CENTRAL INDEX KEY: 0000866273 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 731352174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15461 FILM NUMBER: 111218871 BUSINESS ADDRESS: STREET 1: 5100 EAST SKELLY DRIVE STREET 2: SUITE 700 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 9188388822 MAIL ADDRESS: STREET 1: 5100 EAST SKELLY DRIVE STREET 2: SUITE 700 CITY: TULSA STATE: OK ZIP: 74135 8-K 1 d259726d8k.htm FORM 8-K Form 8-K

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 17, 2011

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.)

5100 E Skelly Dr., Suite 700, Tulsa, OK		74135
(Address of Principal Executive Offices)		(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))

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

On November 17, 2011, Matrix Service Company (the “Company”) held its 2011 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 2012 annual meeting of stockholders and until their successors shall be duly elected and qualified. The results of the vote were as follows:


Nominee	Votes For		Authority Withheld		Broker Non Votes
John R. Hewitt		20,957,965		1,541,898		1,727,898
Michael J. Hall		21,984,960		514,903		1,727,898
I. Edgar (Ed) Hendrix		21,804,494		695,369		1,727,898
Paul K. Lackey		21,804,994		694,869		1,727,898
Tom E. Maxwell		21,939,853		560,010		1,727,898
David J. Tippeconnic		21,944,186		555,677		1,727,898

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 2012 was approved. The results of the vote were as follows:


For			24,155,204
Against			55,352
Abstentions			17,205
Broker Non-votes			0

Proposal Three — Advisory Vote to Approve

Named Executive Officer Compensation

The stockholders voted to approve, on an advisory basis, named executive officer compensation. The results of the vote were as follows:


For			16,426,268
Against			5,983,794
Abstentions			89,801
Broker Non-votes			1,727,898

Proposal Four — Advisory Vote on Frequency of Advisory

Vote on Compensation of Named Executive Officers

The stockholders expressed a preference for the option of once every year as the preferred frequency for the holding of future advisory votes on compensation of named executive officers. The results of the vote were as follows:


1 Year			20,172,798
2 Years			14,447
3 Years			2,218,046
Abstentions			94,572
Broker Non-votes			1,727,898

Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation

The Board of Directors of the Company recommended that the stockholders vote to conduct future advisory votes on executive compensation every year. In light of the voting results and the Board’s recommendation, the Company has decided that it will include a stockholder advisory vote on named executive officer compensation in its proxy materials every year until the next required vote on the frequency of stockholder votes on named executive officer compensation.

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.