Matson, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: MATX · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 3453

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Matson Inc., Shareholder Voting

TL;DR

<b>Matson, Inc. has filed its Definitive Proxy Statement detailing executive compensation and corporate governance for the upcoming period.</b>

AI Summary

Matson, Inc. (MATX) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Matson, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 11, 2024. The filing covers the period ending April 25, 2024. The company's fiscal year ends on December 31. Matson, Inc. is incorporated in Hawaii (HI). The filing includes data related to executive compensation, specifically pension and equity awards for PEO and Non-PEO Neo Members for fiscal years 2022 and 2023.

Why It Matters

For investors and stakeholders tracking Matson, Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming annual meeting. The detailed breakdown of compensation components, including pension and equity awards, provides transparency into how the company incentivizes its top executives.

Risk Assessment

Risk Level: low — Matson, Inc. shows low risk based on this filing. The filing is a routine proxy statement, providing standard disclosures without immediate material financial events.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to inform their voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Matson, Inc. file this DEF 14A?

Matson, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Matson, Inc. (MATX).

Where can I read the original DEF 14A filing from Matson, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Matson, Inc..

What are the key takeaways from Matson, Inc.'s DEF 14A?

Matson, Inc. filed this DEF 14A on March 11, 2024. Key takeaways: Matson, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 11, 2024.. The filing covers the period ending April 25, 2024.. The company's fiscal year ends on December 31..

Is Matson, Inc. a risky investment based on this filing?

Based on this DEF 14A, Matson, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement, providing standard disclosures without immediate material financial events.

What should investors do after reading Matson, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed governance changes to inform their voting decisions. The overall sentiment from this filing is neutral.

How does Matson, Inc. compare to its industry peers?

Matson, Inc. operates in the Water Transportation industry, providing services primarily in the Pacific.

Are there regulatory concerns for Matson, Inc.?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

Industry Context

Matson, Inc. operates in the Water Transportation industry, providing services primarily in the Pacific.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

What Investors Should Do

  1. Review the detailed executive compensation tables for PEO and Non-PEO Neo Members.
  2. Analyze any proposed amendments to corporate governance policies.
  3. Prepare to vote on matters presented at the upcoming shareholder meeting.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure for executive compensation and corporate governance, not a comparison to a prior filing type.

Filing Stats: 4,441 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-03-11 16:10:31

Filing Documents

Executive Compensation

Executive Compensation We are asking you to vote "FOR", on an advisory basis, our executive compensation. Matson's compensation philosophy is to align the Company's objectives with shareholder interests through a compensation program that attracts, motivates and retains talented executives, and rewards outstanding performance. In 2023, 81% of Mr. Cox's and approximately 69% of the other NEO's target total direct compensation were variable and at-risk based on annual and long-term performance. CEO Target Total Direct Compensation Other NEO Target Total Direct Compensation At the 2023 Annual Meeting of Shareholders, our executive compensation program received strong support from shareholders with over 98% voting FOR our say on pay proposal. Other Compensation Practices Promote Good Pay Practices Discourage Bad Pay Practices Change in control agreements that include double triggers requiring both a change in control event and termination of employment before any severance payments can be made Pay packages for the CEO and NEOs that are in line with the Company's peer group Different financial, operating and stock price performance metrics to determine incentive payments in annual and long-term incentive awards Vesting of 50% of annual equity award is tied to achievement of specified performance goals, including relative TSR Minimum vesting periods of three years on all equity awards to senior executives No-fault clawback policy that applies to all senior management No employment contracts with any executive officer No guaranteed bonus payments to executive officers No bonus payouts that are not tied to performance No single trigger vesting of equity in change of control No pension payouts that are not proportional to pension payouts to employees generally No excessive perquisites No excessive severance or change in control provisions No tax reimbursements or gross-ups No dividends or dividend equivalents paid on unvested Performance

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS 15 CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS 15

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 15 Delinquent Section 16(a) Reports 16 Certain Relationships and Transactions 16 Code of Ethics 17 Code of Conduct 18 Executive Officers 18

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 Compensation Discussion and Analysis 20 Compensation Committee Report 34 Compensation Committee Interlocks and Insider Participation 34 Summary Compensation Table 35 Grants of Plan-Based Awards 36 Outstanding Equity Awards at Fiscal Year End 37 Option Exercises and Stock Vested 38 Pension Benefits 39 Non-Qualified Deferred Compensation 41 Other Potential Post-Employment Payments 41 Pay Versus Performance 45 PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 52 AUDIT COMMITTEE REPORT 54 PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 55 OTHER BUSINESS 56 SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2025 56 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 57 Matson, Inc. | 2023 Proxy Statement Table of Contents Matson, Inc. 1411 Sand Island Parkway, Honolulu, Hawaii 96819 PROXY STATEMENT Annual Meeting of Shareholders Thursday, April 25, 2024 The Board of Directors (the "Board of Directors" or the "Board") of Matson, Inc. ("Matson" or the "Company") is soliciting your proxy to vote at the 2024 Annual Meeting of Shareholders to be held on Thursday, April 25, 2024 at 8:30 a.m., Hawaii Standard Time, and any adjournment or postponement of that meeting (the "Annual Meeting"). The Annual Meeting will be held at the Company's office at 1411 Sand Island Parkway, Honolulu, Hawaii. This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Shareholders were first mailed or otherwise made available, on or about March 11, 2024, to shareholders of record as of February 23, 2024, the record date for the Annual Meeting. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC"), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials primarily on the Internet. On or around March 11, 2024, we mailed to our share

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