Matrix Service Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the seven Board nominees: Jose L. Bustamante, Martha Z. Carnes, John D. Chandler, Carlin G. Conner, Liane K. Hinrichs, James H. Miller, and Shawn P. Payne.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative.

   More detail

   Proposal 3 asks stockholders to approve, on an advisory and non-binding basis, the overall compensation paid to Matrix Service Company’s named executive officers. The vote covers the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures rather than any single compensation item. Management is seeking approval as part of the annual say-on-pay process and explicitly states that the proposal is intended to capture the overall compensation philosophy, policies, practices, and decisions described in the proxy. The company’s stated compensation philosophy emphasizes pay for performance, competitiveness, support for business objectives, individual performance, and alignment with long-term stockholder value. Fiscal 2026 compensation included base salary, annual incentives tied to financial, strategic, and safety measures, and long-term awards consisting of service-based RSUs and performance share units linked to relative total shareholder return. The disclosure also describes severance and transition arrangements for former executives, including payments and equity treatment for John R. Hewitt and Nancy E. Austin, which form part of the reported compensation context. The company notes that fiscal 2026 performance resulted in no PSU payout for the relevant completed performance period, while certain executives received financial and partial safety incentives. The Board argues that the program appropriately attracts, motivates, and retains talent while aligning executive and stockholder interests. The Board unanimously recommends a vote FOR, while acknowledging that the advisory result is not binding on the Company or the Board and that it will consider stockholder feedback.

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When is the Matrix Service Co 2026 annual meeting?

Matrix Service Co (MTRX) holds its 2026 annual shareholder meeting on Tuesday, November 3, 2026.

What is the record date for the Matrix Service Co 2026 meeting?

The record date for the Matrix Service Co 2026 meeting is Friday, September 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Matrix Service Co's 2026 meeting?

The board is presenting 7 director nominees at the Matrix Service Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Matrix Service Co 2026 meeting?

Shareholders will vote on 3 proposals at the Matrix Service Co 2026 meeting, each tagged with who proposed it and the board's recommendation.