2 unchanged sentences
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e).
−Removed: The disclosure controls and procedures are designed to provide reasonable, not absolute, assurance of achieving the desired control objectives.
−Removed: The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors or fraud.
−Removed: The design of our internal control system takes into account the fact that there are resource constraints and the benefits of controls must be weighed against the costs.
−Removed: Additionally, controls can be circumvented by the acts of key individuals, collusion or management override.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021.
6 unchanged sentences
Other Information
+Added: On September 10, 2021, the Board of Directors, based on the recommendation of the Compensation Committee, approved the Matrix Service Company 2021 Severance Plan for Executives (the "Severance Plan").
+Added: The Severance Plan replaces the severance agreements that were in place with our Named Executive Officers (the "NEOs").
+Added: The Severance Plan provides general severance benefits for the CEO of 2.0 times his base salary and for the remaining NEOs of 1.5 times their base salary.
+Added: In addition, the Severance Plan provides severance benefits for a change in control event providing that the NEO experiences an involuntary separation from service for other than cause within 24 months of the change of control.
+Added: The change of control severance benefit for the CEO, CFO and COO is 2.0 times their base salary and their target bonus and for the remaining NEOs, their change of control severance benefit is 1.5 times their base salary and their target bonus.
+Added: The Severance Plan has been attached to this Form 10-K as Exhibit 10.20.
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item with respect to the Company’s directors and corporate governance is incorporated herein by reference to the sections entitled “Proposal Number 1:
−Removed: Election of Directors” and “Corporate Governance and Board Matters” in the Company’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (“Proxy Statement”).
−Removed: The information required by this item with respect to the Company’s executive officers is incorporated herein by reference to the section entitled “Executive Officer Information” in the Proxy Statement.
−Removed: The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees, including the principal executive officer, principal financial officer and principal accounting officer of the Company.
+Added: The information required by this item with respect to our directors and corporate governance is incorporated herein by reference to the sections entitled “Proposal Number 1:
+Added: Election of Directors” and “Corporate Governance and Board Matters” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders (“Proxy Statement”).
+Added: The information required by this item with respect to our executive officers is incorporated herein by reference to the section entitled “Executive Officer Information” in the Proxy Statement.
+Added: We have adopted a Code of Business Conduct and Ethics applicable to all our directors, officers and employees, including the principal executive officer, principal financial officer and principal accounting officer.
In addition, we have adopted Corporate Governance Guidelines for the Board of Directors and Charters for the Audit, Compensation and Nominating and Corporate Governance Committees of the Board of Directors.
−Removed: The current version of these corporate governance documents is publicly available in the “Investors” section of the Company’s website at matrixservicecompany.com under “Corporate Governance.” If we make any substantive amendments to the Code of Business Conduct and Ethics, or grant any waivers, including implicit waivers, from the Code of Business Conduct and Ethics applicable to the principal executive officer, principal financial officer or principal accounting officer, or any person performing similar functions, we will disclose such amendment or waiver on our website or in a report on Form 8-K.
+Added: The current version of these corporate governance documents is publicly available in the “Investors” section of our website at matrixservicecompany.com under “Corporate Governance.” If we make any substantive amendments to the Code of Business Conduct and Ethics, or grant any waivers, including implicit waivers, from the Code of Business Conduct and Ethics applicable to the principal executive officer, principal financial officer or principal accounting officer, or any person performing similar functions, we will disclose such amendment or waiver on our website or in a report on Form 8-K.
Executive Compensation
26 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation of Matrix Service Company (Appendix A to the Company's Proxy Statement filed October 7, 2016 (File No.
−Removed: 3.2 Certification of Designations, Preferences and Rights of Series B Junior Preferred Stock dated November 12, 1999 (Exhibit 3.2 to the Company’s Registration Statement on Form S-3 (File No.
−Removed: 333-117077) filed July 1, 2004 .
−Removed: 3.3 Certificate of Increase of Authorized Number of Shares of Series B Junior Participating Preferred Stock pursuant to Section 151 of the General Corporation Law of the State of Delaware dated July 11, 2005 (Exhibit 3.5 to the Company’s Annual Report on Form 10-K (File No.
−Removed: 1-15461) filed August 17, 2005) .
−Removed: 3.4 Certificate of Increase of Authorized Number of Shares of Series B Junior Participating Preferred Stock pursuant to Section 151 of the General Corporation Law of the State of Delaware dated October 23, 2006 (Exhibit 3.7 to the Company’s Annual Report on Form 10-K (File No.
−Removed: 1-15461) filed August 14, 2007) .
3.2 Second Amended and Restated Bylaws, effective as of May 4, 2017 (Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.
7 unchanged sentences
+10.4 Amendment 3 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit A to the Company’s Proxy Statement filed September 11, 2009 (File No.
−Removed: +10.5 Matrix Service Company 2012 Stock and Incentive Compensation Plan (Attachment A to the Company's Proxy Statement (File No.
−Removed: 1-15461) filed October 10, 2012) .
−Removed: + 10.6 Amendment Number 1 to the Matrix Service Company 2012 Stock and Incentive Compensation Plan (Exhibit A to the Company's Proxy Statement (File No.
−Removed: 1-15461) filed October 10, 2014) .
−Removed: +10.7 Form of Long-Term Incentive Award Agreement (2012 Stock and Incentive Compensation Plan) (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.
−Removed: 1-15461) filed November 7, 2016) .
−Removed: +10.8 Form of Restricted Stock Unit Award Agreement for employees (2012 Stock and Incentive Compensation Plan) (Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.
−Removed: 1-15461) filed November 7, 2016) .
+10.5 Matrix Service Company 2016 Stock and Incentive Compensation Plan (Appendix B to the Company's Proxy Statement (File No.
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1-15461), filed November 8, 2018).
−Removed: *+10.14 Form of Restricted Stock Unit Agreement for Employees (2018 Stock and Incentive Compensation Plan).
−Removed: *+10.15 Form of Long-Term Incentive Award Agreement (2018 Stock and Incentive Compensation Plan).
+Added: +10.10 Form of Restricted Stock Unit Agreement for Employees (2018 Stock and Incentive Compensation Plan) (Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No.
+Added: 1-15461), filed September 3, 2020).
+Added: +10.11 Form of Long-Term Incentive Award Agreement (2018 Stock and Incentive Compensation Plan) (Exhibit 10.15 to the Company's Annual Report on Form 10-K (File No.
+Added: 1-15461), filed September 3, 2020).
+10.12 Form of Amended and Restated Severance Agreement (Exhibit 10 to the Company's Current Report on Form 8-K filed November 15, 2016 (File No.
3 unchanged sentences
1-15461) filed November 9, 2012) .
−Removed: 10.19 Fourth Amended and Restated Credit Agreement dated as of February 8, 2017 among the Company and certain foreign subsidiaries, as Borrowers, various subsidiaries of the Company, as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Lead Arranger and Sole Bookrunner, and the other lenders party thereto (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.
−Removed: 1-15461) filed May 10, 2017) .
−Removed: 10.20 First Amendment dated as of August 31, 2017 to Fourth Amended and Restated Credit Agreement (Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.
−Removed: 1-15461), filed November 7, 2017).
+Added: +10.15 Matrix Service Company 2020 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy Statement (File No.
+Added: 1-15461) filed on September 24, 2020).
+Added: *+10.16 Form of Long-Term Incentive Award Agreement (2020 Stock and Incentive Compensation Plan).
+Added: *+10.17 Form of Restricted Stock Unit Award Agreement (2020 Stock and Incentive Compensation Plan).
+10.18 Form of Indemnification Agreement (Exhibit 10 to the Company's Quarterly Report on Form 10-Q (File No.
1-15461) filed November 7, 2019).
+Added: *10.19 Credit Agreement dated as of September 9, 2021 by and among, Matrix Service Company and certain subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as administrative agent.
+Added: *+10.20 Matrix Service Company 2021 Severance Plan for Executives.
*21 Subsidiaries.
36 unchanged sentences
Conner Director September 13, 2021
−Removed: Gibson Director September 3, 2020
Hinrichs Director September 13, 2021
1 unchanged sentence
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.