6 unchanged sentences
See page 42 for the attestation report of the independent registered public accounting firm on the Company’s internal control over financial reporting, which is incorporated herein by reference.
−Removed: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fiscal fourth quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Except as described below, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fiscal fourth quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: The Company completed the implementation of the financial modules of a new enterprise resource planning (“ERP”) system during the fiscal year ended December 31, 2021.
+Added: The new ERP system is intended to enhance operating efficiencies and provide more effective management of its business operations.
+Added: As a result of this implementation, certain internal controls over financial reporting have been automated, modified or implemented.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information about the Directors of Matson required under this item will be included under the section captioned “Election of Directors” in Matson’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2020 (“Matson’s 2021 Proxy Statement”), which section is incorporated herein by reference.
+Added: The information about the directors of Matson required under this item will be included under the section captioned “Proposal 1 – Election of Directors” in Matson’s Proxy Statement for the 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 (“Matson’s 2022 Proxy Statement”), which section is incorporated herein by reference.
Information About Our Executive Officers
26 unchanged sentences
Equity compensation plans not approved by shareholders
−Removed: (1) In addition to 982 shares subject to outstanding stock option awards, this also includes 413,237 shares subject to unvested restricted stock unit awards and 378,861 shares subject to unvested Performance Share awards.
−Removed: (2) As restricted stock unit and Performance Share awards do not have exercise prices, the weighted average exercise price is computed using only outstanding stock option awards.
−Removed: (3) These shares are available for issuance under the Company’s 2016 Incentive Compensation Plan.
−Removed: Other information required under this item will be included under the section captioned “Security Ownership of Certain Shareholders” and the subsections captioned “Security Ownership of Directors and Executive Officers” in Matson’s 2021 Proxy Statement, which section and subsections are incorporated herein by reference.
+Added: (1) This includes 349,712 shares subject to unvested restricted stock unit awards and 340,983 shares subject to unvested Performance Share awards.
+Added: (2) Restricted stock unit and Performance Share awards do not have exercise prices.
+Added: (3) These shares are available for issuance under the 2016 Plan.
+Added: Other information required under this item will be included under the section captioned “Security Ownership of Certain Shareholders” and the subsection captioned “Security Ownership of Directors and Executive Officers” in Matson’s 2022 Proxy Statement, which section and subsection are incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required under this item will be included in the section captioned “Election of Directors” and the subsection captioned “Certain Relationships and Transactions” in Matson’s 2021 Proxy Statement, which section and subsection are incorporated herein by reference.
+Added: The information required under this item will be included in the section captioned “Proposal 1 – Election of Directors” and the subsection captioned “Certain Relationships and Transactions” in Matson’s 2022 Proxy Statement, which section and subsection are incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
33 unchanged sentences
Material contracts.
−Removed: Amended and Restated Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of June 29, 2017 (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated June 30, 2017).
+Added: Second Amended and Restated Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated April 5, 2021).
Amendment to Third Amended and Restated Note Purchase Agreement among Matson, Inc.
6 unchanged sentences
and the purchasers party thereto, dated as of September 14, 2016 (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated September 14, 2016).
−Removed: First Amendment to Amended and Restated Credit Agreement among Matson, Inc., Bank of America, N.A.
−Removed: as the Agent, and the lenders thereto, dated as of March 31, 2020 (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated April 6, 2020).
Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement among Matson, Inc.
33 unchanged sentences
Form of Letter Agreement entered into with executive officer (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated October 24, 2014).
−Removed: Letter Agreement Counter Party.
+Added: Letter Agreement Counter Parties.
Amended and Restated Matson, Inc.
−Removed: Executive Severance Plan.
+Added: Executive Severance Plan (incorporated by reference to Exhibit 10.28 of Matson’s Form 10-K for the year ended December 31, 2020).
Deferred Compensation Plan (incorporated by reference to Exhibit 10.51 of Matson’s Form 10-K for the year ended December 31, 2012).
1 unchanged sentence
1 to the Matson, Inc.
−Removed: Deferred Compensation Plan.
−Removed: Shipbuilding Contract, by and between Aker Philadelphia Shipyard, Inc.
−Removed: and Matson Navigation Company, Inc., dated as of November 6, 2013 (certain portions of this exhibit have been omitted pursuant to a confidential treatment request submitted to the Commission) (incorporated by reference to Exhibit 10.56 of Matson’s Form 10-K for the year ended December 31, 2013).
+Added: Deferred Compensation Plan (incorporated by reference to Exhibit 10.30 of Matson’s Form 10-K for the year ended December 31, 2020).
Shipbuilding Contract, by and between Aker Philadelphia Shipyard, Inc.
−Removed: and Matson Navigation Company, Inc., dated as of November 6, 2013 (certain portions of this exhibit have been omitted pursuant to a confidential treatment request submitted to the Commission) (incorporated by reference to Exhibit 10.57 of Matson’s Form 10-K for the year ended December 31, 2013).
+Added: and Matson Navigation Company, Inc., dated as of November 6, 2013 (certain portions of this exhibit have been omitted pursuant
+Added: to a confidential treatment request submitted to the Commission) (incorporated by reference to Exhibit 10.57 of Matson’s Form 10-K for the year ended December 31, 2013).
Guaranty Agreement by Aker Philadelphia Shipyard ASA, in favor of Matson Navigation Company, Inc., dated as of November 6, 2013 (incorporated by reference to Exhibit 10.58 of Matson’s Form 10-K for the year ended December 31, 2013).
4 unchanged sentences
Form of Capital Construction Fund Agreement with Matson Navigation Company, as amended by Addendums No.
−Removed: 31, thereto (incorporated by reference to Exhibit 10.60 of Matson’s Form 10-K for the year ended December 31, 2013).
Form of Voting Agreement, dated as of November 11, 2014, among Matson Navigation Company, Inc.
1 unchanged sentence
(incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated November 11, 2014).
−Removed: 2016 Incentive Compensation Plan, amended as of October 25, 2017 (incorporated by reference to Exhibit 10.56 of Matson’s Form 10-K for the year ended December 31, 2017).
Amended and Restated Matson, Inc.
+Added: 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of Matson’s Form S-8 date July 30, 2021).
+Added: Amended and Restated Matson, Inc.
Cash Incentive Plan, effective January 1, 2016 (incorporated by reference to Exhibit 10.63 of Matson’s Form 10-K for the year ended December 31, 2016).
5 unchanged sentences
Form of 2016 Plan Performance Share Award Agreement for Executive Employees (incorporated by reference to Exhibit 10.63 of Matson’s Form 10-K for the year ended December 31, 2017).
−Removed: Form of 2016 Plan Performance Share Award Agreement for Executive Employees (ROIC).
−Removed: Form of 2016 Plan Performance Share Award Agreement for Executive Employees (TSR).
−Removed: Form of 2016 Plan Performance Share Award Agreement for Non-Executive Employees.
−Removed: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Executive Employees.
−Removed: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Non-Executive Employees.
−Removed: Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (No Deferral).
−Removed: Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election).
+Added: Form of 2016 Plan Performance Share Award Agreement for Executive Employees (ROIC) (incorporated by reference to Exhibit 10.47 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Form of 2016 Plan Performance Share Award Agreement for Executive Employees (TSR) (incorporated by reference to Exhibit 10.48 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Form of 2016 Plan Performance Share Award Agreement for Non-Executive Employees (incorporated by reference to Exhibit 10.49 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Executive Employees (incorporated by reference to Exhibit 10.50 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Non-Executive Employees (incorporated by reference to Exhibit 10.51 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (No Deferral) (incorporated by reference to Exhibit 10.52 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election) (incorporated by reference to Exhibit 10.53 of Matson’s Form 10-K for the year ended December 31, 2020).
+Added: Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.2 of Matson’s Form 8-K dated April 5, 2021).
+Added: Amendment to Note Purchase Agreement dated December 21, 2016, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.3 of Matson’s Form 8-K dated April 5, 2021).
Subsidiaries as of December 31, 2021.
38 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.