Matrix Service Co. Files Supplemental Proxy Materials

TL;DR

MATRIX SERVICE CO filed more proxy docs, check 'em before the shareholder meeting.

AI Summary

Matrix Service Company filed a supplemental proxy statement on October 21, 2025, related to its annual meeting of stockholders. This filing is an addition to the proxy statement originally dated September 24, 2025, and does not involve a fee.

Why It Matters

This filing provides additional information to shareholders before their annual meeting, ensuring they have all necessary details for voting on company matters.

Risk Assessment

Risk Level: low — This is a routine filing of supplemental proxy materials, not indicating any unusual company events or risks.

Key Players & Entities

• MATRIX SERVICE CO (company) — Registrant
• 0000866273-25-000076 (filing_id) — Accession Number
• September 24, 2025 (date) — Original Proxy Statement Date
• October 21, 2025 (date) — Filing Date

FAQ

Filing Documents

• proxystatementfiscal2025de.htm (DEFA14A) — 27KB
• 0000866273-25-000076.txt ( ) — 28KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under 240.14a-12 Matrix Service Company (Name of Registrant as Specified in Its Charter) NA (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 SUPPLEMENT TO THE PROXY STATEMENT DATED SEPTEMBER 24, 2025, FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 4, 2025 This supplement, dated October 21, 2025 (this " Supplement "), supplements the Definitive Proxy Statement on Schedule 14A filed by Matrix Service Company (" we " or the " Company ") with the Securities and Exchange Commission (the " SEC ") on September 24, 2025 (as supplemented by the Supplements to the Proxy Statement filed by the Company with the SEC on September 29, 2025 and October 15, 2025, the " Proxy Statement ") in connection with the Company's 2025 Annual Meeting of Stockholders scheduled to be held on November 4, 2025 at 1000 a.m., Central Time (the " Annual Meeting "). The Proxy Statement requests that the Company's stockholders consider and vote upon a number of proposals, including Proposal 5 (Approval of the Third Amendment to the Matrix Service Company 2020 Stock and Incentive Compensation Plan) to increase the number of shares of the Company's common stock available for issuance under the Matrix Service Company 2020 Stock and Incentive Plan (the " 2020 Plan ") by 1,025,000 shares (the 2020 Plan, as proposed to be amended by Proposal 5, the " Amended 2020 Plan "). Glass, Lewis Co., LLC has recommended a vote FOR Proposal 5. Another advisory firm, Institutional Shareholder Services Inc. (" ISS "), has recommended a vote against Proposal 5, primarily due its view that the cost of the Amended 2020 Plan is excessive. As explained below, we respectfully disagree with ISS's view, and we strongly encourage our stockholders to vote FOR Proposal 5. ISS overestimated the cost of the Amended 2020 Plan by assuming that the performance goal for all outstanding performance share unit awards will be achieved at the maximum level possible. The Company has granted performance share unit awards (" PSUs "), which are eligible to vest at between 0% and 200% of the target number of PSUs, based on the level of achievement of a relative Total Shareholder Return (" TSR ") performance goal. ISS calculated the cost of the Amended 2020 Plan by assuming that the relative TSR performance goal for all outstanding PSUs will be achieved at the maximum level (i.e., 200% of target), which would result in the issuance of 2,754,298 shares. This number of shares represents the maximum potential payout of the outstanding PSUs, which is not the expected or most likely outcome. In fact, actual performance achieved for the PSUs in the prior three years was 109% in August 2025, 28.25% in August 2024, and 0% in August 2023. In our view, the target level represents a more realistic estimate of the level of performance that is likely to be achieved for the outstanding PSUs and, therefore, provides a more accurate assessment of the potential cost of Proposal 5. Our equity burn rate is reasonable. Over the last three years, based on the actual vesting of PSUs, we have maintained an average value-adjusted burn rate of 1.47% of shares outstanding per year, which is nearly 20% below the ISS industry burn rate cap. This burn rate reflects a measured and disciplined approach to share usage. The Amended 2020 Plan would provide for a reasonable duration of grants. If Proposal 5 is approved, the shares available under the Amended 2020 Plan, including the new shares requested, are expected to support grant activity for approximately two years. We believe that this is a reasonable duration that allows for long-term planning while avoiding the need for annual share requests, which are administratively burdensome for both stockholders and the Company. We are committed to maintaining sound practices with respect to our equity-based compensation program. Our equity-based compensation program includes the following features, which are designed to protect our stockholders' interests and to reflect corporate governance best practices 60% of Chief Executive Officer equity awards are performance-based. Minimum 1-year vesting on all awards (subject to limited exceptions). No dividends or dividend equivalents on unvested awards. 3-year pe

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View this DEFA14A filing on SEC EDGAR