Matrix Service Company (NASDAQ:MTRX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
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Material Modification to Rights of Security Holders
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Corporate Governance Committee, the Board of Directors of Matrix
Service Company (the Company), approved the amendment and
restatement of the Bylaws of the Company (the Bylaw Amendment).
The Bylaw Amendment includes the adoption of a majority voting
standard for uncontested director elections (Article II, Section
2) and an exclusive forum provision (Article III, Section 8).
director elections from a plurality voting standard to a majority
voting standard. Accordingly, to the Bylaw Amendment, in future
uncontested director elections, a director nominee will be
elected only if the votes cast for such nominees election exceed
the votes cast against such nominees election. The Bylaw
Amendment retains a plurality voting standard in contested
elections, which includes an election for which, as of the record
date of any meeting of stockholders, there are more nominees for
election than positions on the Board of Directors to be filled by
that election.
Court of Chancery of the State of Delaware as the sole and
exclusive forum for any stockholder of the Company to bring:
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any derivative action or proceeding on behalf of the
Company; |
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any action asserting a claim of, or a claim based on,
breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Company to the Company or the Companys stockholders; |
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any action asserting a claim against the Company or any
current or former director, officer, employee or stockholder of the Company to any provision of the General Corporation Law of the State of Delaware, the Companys Restated Certificate of Incorporation or the Companys Restated Bylaws; or |
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any action asserting a claim against the Company or any
current or former director, officer, employee or stockholder of the Company governed by the internal affairs doctrine. |
by reference to a complete copy of the Bylaw Amendment, which is
attached as Exhibit 3 to this Current Report on Form 8-K and
incorporated by reference here
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
Current Report on Form 8-K is incorporated by reference into this
Item 5.03.
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Item 8.01
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Other Events.
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Board of Directors amended its Corporate Governance Guidelines to
create a director resignation policy. Under this policy, the
Board will consider as candidates for nomination for election or
re-election to the Board, only those individuals who agree to
tender, promptly following their election, re-election or
appointment, an irrevocable resignation that will be effective
upon (i) that directors failure to receive the required majority
vote for election to the Board of Directors at the next
stockholders meeting at which such nominee faces election and
(ii) acceptance of the tendered resignation by the Board of
Directors. Within 90 days following certification of the
stockholder vote, the Board of Directors will publicly disclose
its decision regarding whether to accept the resignation or take
other action.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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Amended and Restated Bylaws of Matrix Service Company
(as amended and restated effective as of February 7, 2017). |
About Matrix Service Company (NASDAQ:MTRX)
Matrix Service Company provides engineering, fabrication, infrastructure, construction and maintenance services primarily to the oil, gas, power, petrochemical, industrial, mining and minerals markets. The Company’s segments include Electrical Infrastructure, Oil Gas & Chemical, Storage Solutions and Industrial. The Electrical Infrastructure segment primarily includes construction and maintenance services to a range of power generation facilities, such as combined cycle plants, natural gas fired power stations and renewable energy installations. The Oil Gas & Chemical segment includes turnaround activities, plant maintenance services and construction in the downstream petroleum industry. The Storage Solutions segment includes new construction of crude and refined products aboveground storage tanks (ASTs), as well as planned and emergency maintenance services. The Industrial segment includes construction and maintenance work in the iron and steel and mining and minerals industries. Matrix Service Company (NASDAQ:MTRX) Recent Trading Information
Matrix Service Company (NASDAQ:MTRX) closed its last trading session down -0.65 at 17.30 with 326,175 shares trading hands.
