At the November 11, 2016 Annual Meeting of Stockholders (the Annual
Meeting) of Matrix Service Company (the Company), the results of
which are set forth in Item 5.07 below, the Companys stockholders
approved an amendment to the Companys Restated Certificate of
Incorporation (the Charter Amendment). The Charter Amendment
provides that the holders of a majority of the combined voting
power of the outstanding shares of capital stock entitled to vote
generally in the election of directors may remove a director or
directors with or without cause. After the conclusion of the Annual
Meeting, on November 11, 2016, the Companys Board of Directors
approved the amendment and restatement of the Bylaws of the Company
(the Bylaw Amendment). The purpose of the Bylaw Amendment is to
conform the provisions of the Companys Amended and Restated Bylaws
regarding the removal of directors with those in the Charter
Amendment, so that they both are consistent with Section 141(k) of
the Delaware General Corporation Law and a recent ruling of the
Delaware Chancery Court. This summary of the Charter Amendment and
Bylaw Amendment is qualified in its entirety by reference to a
complete copy of the Certificate of Amendment of Certificate of
Incorporation of Matrix Service Company and the Bylaw Amendment,
which are attached as Exhibits 3.1 and 3.2 to this Current Report
on Form 8-K and incorporated by reference herein.

On November 11, 2016, the Compensation Committee of the Board of
Directors (the Committee), approved a form of Amended and Restated
Severance Agreement to be entered into between the Company and
certain of its executive officers (the AR Severance Agreement). The
AR Severance Agreement will replace the severance agreements
currently in place with each of the Companys named executive
officers. The AR Severance Agreement was modified in order to more
closely conform the definition of the term change of control to the
definition of the same term in the Matrix Service Company 2016
Stock and Incentive Compensation Plan. The form of AR Severance
Agreement is filed as Exhibit 10 to this Current Report on Form 8-K
and is incorporated by reference as though fully set forth herein.

On November 11, 2016, the Committee also approved an increase in
the amount of cash severance benefits that would be paid to John R.
Hewitt in the event he is terminated from employment for reasons
other than cause. Previously, Mr. Hewitt would have been paid an
amount equal to one year of base salary plus bonus compensation in
an amount equal to 75% of base salary. The bonus compensation
component has been increased from 75% of base salary to pay at
Target, which is currently 50% of base salary.

The Committee also approved an increase in the amount of cash
severance benefits that would be paid to James P. Ryan and Jason W.
Turner in the event that either such individual suffers an adverse
event within 24 months of a change of control. Previously, Mr. Ryan
and Mr. Turner would have been paid an amount equal to one year of
base salary plus the lesser of the average annual bonus
compensation paid to such individual in the previous three years or
the number of full fiscal years such individual has been employed
in the position. The one year of base salary component has been
increased to one and one-half years of base salary.

The description of the Bylaw Amendment in Item 3.03 of this Current
Report on Form 8-K is incorporated by reference into this Item
5.03.

On November 11, 2016, the Company held its 2016 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.