1 unchanged sentence
Conclusion Regarding Effectiveness of Disclosure Controls and Procedures
−Removed: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report.
−Removed: Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
+Added: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.
+Added: Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
Internal Control over Financial Reporting
3 unchanged sentences
OTHER INFORMATION
+Added: Trading Plans :
+Added: During the quarter ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K).
+Added: On February 23, 2024 , Matthew J.
+Added: Cox , Chairman and Chief Executive Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) to sell up to 39,204 shares of Matson common stock through December 31, 2024 , subject to certain pricing and other conditions.
+Added: On February 22, 2024 , Joel M.
+Added: Wine , Executive Vice President and Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) to sell up to 76,156 shares of Matson common stock through July 31, 2024 , subject to certain pricing and other conditions.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
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 “Proposal 1 – Election of Directors” in Matson’s Proxy Statement for the 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022 (“Matson’s 2023 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 “Election of Directors” in Matson’s Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 (“Matson’s 2024 Proxy Statement”), which section is incorporated herein by reference.
Information About Our Executive Officers
31 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: 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 2023 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 “Election of Directors” and the subsection captioned “Certain Relationships and Transactions” in Matson’s 2024 Proxy Statement, which section and subsection are incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information concerning principal accountant fees and services required under this item will be included under the sections captioned “Audit Committee Report” and “Ratification of Appointment of Independent Registered Public Accounting Firm” in Matson’s 2023 Proxy Statement, which sections are incorporated herein by reference.
+Added: The information required under this item will be included under the sections captioned “Audit Committee Report” and “Ratification of Appointment of Independent Registered Public Accounting Firm” in Matson’s 2024 Proxy Statement, which sections are incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
29 unchanged sentences
Material contracts.
−Removed: First Amendment to Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of February 9, 2023.
+Added: First Amendment to Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of February 9, 2023 (incorporated by reference to Exhibit 10.1 of Matson’ s Form 10-K for the year ended December 31, 2022).
Amendment to Third Amended and Restated Note Purchase Agreement among Matson, Inc.
15 unchanged sentences
(incorporated by reference to Exhibit 10.2 of Matson’s Form 10-Q for the quarter ended June 30, 2012).
−Removed: Security Agreement between Matson Navigation Company, Inc.
−Removed: and the United States of America, with respect to $55 million of Title XI ship financing bonds, dated July 29, 2004 (incorporated by reference to Exhibit 10.a.(xxvi) of Alexander & Baldwin, Inc.’s Form 10-Q for the quarter ended September 30, 2004).
−Removed: Amendment No.
−Removed: 1 dated September 21, 2007, to Security Agreement between Matson Navigation Company, Inc.
−Removed: and the United States of America, with respect to $55 million of Title XI ship financing bonds, dated July 29, 2004 (incorporated by reference to Exhibit 10.a.(xxx) of Alexander & Baldwin, Inc.’s Form 10-Q for the quarter ended September 30, 2007).
Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit 10.34 of Matson’s Form 10-K for the year ended December 31, 2012).
16 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 Parties.
+Added: Letter Agreement Counter Parties (incorporated by reference to Exhibit 10.23 of Matson’ s Form 10-K for the year ended December 31, 2022).
Amended and Restated Matson, Inc.
18 unchanged sentences
Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election) (incorporated by reference to Exhibit 10.65 of Matson’s Form 10-K for the year ended December 31, 2016).
−Removed: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Non-Executive Employees (incorporated by reference to Exhibit 10.60 of Matson’s Form 10-K for the year ended December 31, 2017).
−Removed: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Executive Employees (incorporated by reference to Exhibit 10.61 of Matson’s Form 10-K for the year ended December 31, 2017).
−Removed: Form of 2016 Plan Performance Share Award Agreement for Non-Executive Employees (incorporated by reference to Exhibit 10.62 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 (incorporated by reference to Exhibit 10.63 of Matson’s Form 10-K for the year ended December 31, 2017).
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).
9 unchanged sentences
040, by and between Philly Shipyard, Inc.
−Removed: and Matson Navigation Company, Inc., dated as of November 1, 2022.
+Added: and Matson Navigation Company, Inc., dated as of November 1, 2022 (incorporated by reference to Exhibit 10.48 of Matson’ s Form 10-K for the year ended December 31, 2022).
Shipbuilding Contract Vessel Type Aloha Class L – Hull No.
041, by and between Philly Shipyard, Inc.
−Removed: and Matson Navigation Company, Inc., dated as of November 1, 2022.
+Added: and Matson Navigation Company, Inc., dated as of November 1, 2022 (incorporated by reference to Exhibit 10.49 of Matson’ s Form 10-K for the year ended December 31, 2022).
Shipbuilding Contract Vessel Type Aloha Class L – Hull No.
042, by and between Philly Shipyard, Inc.
−Removed: and Matson Navigation Company, Inc., dated as of November 1, 2022.
+Added: and Matson Navigation Company, Inc., dated as of November 1, 2022 (incorporated by reference to Exhibit 10.50 of Matson’ s Form 10-K for the year ended December 31, 2022).
+Added: Form of 2016 Plan Performance Share Award Agreement for Executive Employees (ROIC) for grants awarded after January 1, 2023
+Added: Form of 2016 Plan Performance Share Award Agreement for Non-Executive Employees (ROIC) for grants awarded after January 1, 2023
+Added: Form of 2016 Plan Performance Share Award Agreement for Executive Employees (TSR) for grants awarded after January 1, 2024
+Added: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Executive Employees for grants awarded after January 1, 2024
+Added: Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Non-Executive Employees for grants awarded after January 1, 2024
Subsidiaries as of December 31, 2023.
Consent of Deloitte & Touche, LLP dated February 23, 2024.
−Removed: Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
+Added: Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Policy Regarding Recoupment of Certain Compensation (as amended and restated October 26, 2023)
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
16 unchanged sentences
/s/ Matthew J.
−Removed: Chairman and Chief Executive Officer
+Added: Chairman and Chief Executive Officer (principal executive officer)
February 23, 2024
9 unchanged sentences
February 23, 2024
−Removed: Executive Vice President and Chief Financial Officer
+Added: Executive Vice President and Chief Financial Officer (principal financial officer)
February 23, 2024
2 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.