UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

__________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 4, 2025

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Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

___________________

Delaware

001-15461

73-1352174

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

15 East 5th Street, Suite 1100, Tulsa, Oklahoma 74103

(Address of principal executive offices and zip code)

918-838-8822

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MTRX	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 4, 2025, Matrix Service Company (the "Company") held its 2025 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.

Proposal One - Election of Directors

The nominees for election to the Board of Directors were elected to serve for a term expiring at the 2026 Annual Meeting of Stockholders or until their successors shall be duly elected and qualified. The results of the vote were as follows:


Nominee	Votes For	Votes Against	Abstentions	Broker Non Votes
Jose L. Bustamante	20,751,776	829,647	10,807	4,233,591
Martha Z. Carnes	20,862,940	718,884	10,406	4,233,591
John D. Chandler	21,027,875	560,200	4,155	4,233,591
Carlin G. Conner	20,658,789	930,235	3,206	4,233,591
John R. Hewitt	21,028,289	560,184	3,757	4,233,591
Liane K. Hinrichs	20,761,064	827,694	3,472	4,233,591
James H. Miller	21,029,454	558,491	4,285	4,233,591

Proposal Two - Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2026 was approved. The results of the vote were as follows:


For						25,498,799
Against						321,924
Abstentions						5,098

Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation

The stockholders voted to approve, on an advisory basis, named executive officer compensation for fiscal 2026. The results were as follows:


For						20,132,922
Against						1,408,554
Abstentions						50,754
Broker non votes						4,233,591

Proposal Four - Approval of the Matrix Service Company 2026 Employee Stock Purchase Plan

The stockholders voted to approve the adoption of the Matrix Service Company 2026 Employee Stock Purchase Plan. The results were as follows:


For			21,208,865
Against			378,588
Abstentions			4,777
Broker non votes			4,233,591

Proposal Five - Approval of the Third Amendment to the Matrix Service Company 2020 Stock and Incentive Compensation Plan

The stockholders voted to approve the amendment of the Matrix Service Company 2020 Stock and Incentive Compensation to increase the number of shares of common stock of the Company authorized for issuance thereunder from 3,975,000 to 5,000,000. The results were as follows:


For			14,331,217
Against			6,641,355
Abstentions			619,658
Broker non votes			4,233,591

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Matrix Service Company

Dated: November 4, 2025

By:

/s/ Kevin S. Cavanah

Kevin S. Cavanah

Vice President and Chief Financial Officer

MATRIX SERVICE CO 8-K