What changed in this filing

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Item 9A. Controls and Procedures

2022-10-11 compared with 2021-09-13 · 42 added, 56 removed, 72 unchanged (58% of the section changed)

4 unchanged sentences

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level at June 30, 2022.

On September 12, 2022, we filed a form 12b-25 with the SEC to notify the Commission that we were not in a position to file this Form 10-K in a timely manner without unreasonable effort or expense for reasons described below.

In the course of preparing our financial statements, we discovered that employee support and oversight time for a certain project was allocated to our general overhead expense category rather than to the specific project to which it should have been allocated.

We conducted an internal review and determined the amount of misallocated time was immaterial.

As a result of this issue, our Audit Committee engaged third-party advisors to conduct a review of the Company’s internal control over financial reporting and findings of the investigation.

The review confirmed our internal conclusion that the misallocated time was immaterial and the review supported management’s conclusion that no material weakness in our internal control over financial reporting exists and that our internal control over financial reporting was effective at a reasonable assurance level at June 30, 2022.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There have been no changes during the fourth quarter of fiscal 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting despite the fact that many of our employees worked remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the effects of the pandemic on our internal controls to minimize the impact to their design and operating effectiveness.

There have been no changes during the fourth quarter of fiscal 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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").

The Severance Plan replaces the severance agreements that were in place with our Named Executive Officers (the "NEOs").

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.

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.

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.

The Severance Plan has been attached to this Form 10-K as Exhibit 10.20.

Directors, Executive Officers and Corporate Governance

25 unchanged sentences

Notes to Consolidated Financial Statements

Quarterly Financial Data (Unaudited)

Schedule II—Valuation and Qualifying Accounts

(2) Financial Statement Schedules

The financial statement schedule is filed as a part of this report under Schedule II—Valuation and Qualifying Accounts June 30, 2021, June 30, 2020 and June 30, 2019, immediately following Quarterly Financial Data (Unaudited).

The financial statement schedule is filed as a part of this report under Schedule II—Valuation and Qualifying Accounts June 30, 2022, June 30, 2021 and June 30, 2020, immediately following Notes to Consolidated Financial Statements.

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements, or notes thereto, included herein.

1 unchanged sentence

The exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical hereafter.

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.

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.

1-15461) filed May 10, 2017) .

4.1 Description of the Company's Common Stock (Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No.

1-15461) filed September 4, 2019).

+10.1 Matrix Service Company 2004 Stock Incentive Plan (Appendix B to the Company’s Proxy Statement filed September 15, 2006 (File No.

+10.2 Amendment 1 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit 10 to Amended Schedule 14A filed October 4, 2006 (File No.

+10.3 Amendment 2 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No.

1-15461) filed August 5, 2008) .

+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.

+10.5 Matrix Service Company 2016 Stock and Incentive Compensation Plan (Appendix B to the Company's Proxy Statement (File No.

1-15461), filed October 7, 2016) .

+10.6 Form of Restricted Stock Unit Award Agreement for Directors (2016 Stock and Incentive Compensation Plan) (Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

1-15461), filed February 9, 2017) .

+10.7 Form of Long-Term Incentive Award Agreement (2016 Stock and Incentive Compensation Plan) (Exhibit 10.11 to the Company's Annual Report on Form 10-K/A (File No.

1-15461), filed September 19, 2018).

+10.8 Matrix Service Company 2018 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy Statement (File No.

1-15461), filed September 21, 2018).

+10.9 Form of Restricted Stock Unit Award Agreement for Directors (2018 Stock and Incentive Compensation Plan) (Exhibit 10 to the Company's Quarterly Report on Form 10-Q (File No.

1-15461), filed November 8, 2018).

+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.

1-15461), filed September 3, 2020).

+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.

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.

+10.13 Amended and Restated Deferred Compensation Plan for Members of the Board of Directors (Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-15461) filed January 8, 2009) .

+10.14 Amendment 1 to Amended and Restated Deferred Compensation Plan for Members of the Board of Directors (Exhibit 10 to the Company's Quarterly Report on Form 10-Q (File No.

1-15461) filed November 9, 2012) .

+10.15 Matrix Service Company 2020 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy Statement (File No.

1-15461) filed on September 24, 2020).

*+10.16 Form of Long-Term Incentive Award Agreement (2020 Stock and Incentive Compensation Plan).

*+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).

*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.

*+10.20 Matrix Service Company 2021 Severance Plan for Executives.

3.1 Amended and Restated Certificate of Incorporation of Matrix Service Company (Appendix A to the Company's Proxy Statement filed October 7, 2016 .

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 filed May 10, 2017) .

4.1 Description of the Company's Common Stock (Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed September 4, 2019).

+10.1 Matrix Service Company 2004 Stock Incentive Plan (Appendix B to the Company’s Proxy Statement filed September 15, 2006) .

+10.2 Amendment 1 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit 10 to Amended Schedule 14A filed October 4, 2006) .

+10.3 Amendment 2 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed August 5, 2008) .

+10.4 Amendment 3 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit A to the Company’s Proxy Statement filed September 11, 2009) .

+10.5 Matrix Service Company 2016 Stock and Incentive Compensation Plan (Appendix B to the Company's Proxy Statement, filed October 7, 2016) .

+10.6 Form of Restricted Stock Unit Award Agreement for Directors (2016 Stock and Incentive Compensation Plan) (Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed February 9, 2017) .

+10.7 Form of Long-Term Incentive Award Agreement (2016 Stock and Incentive Compensation Plan) (Exhibit 10.11 to the Company's Annual Report on Form 10-K/A, filed September 19, 2018).

+10.8 Matrix Service Company 2018 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy Statement, filed September 21, 2018).

+10.9 Form of Restricted Stock Unit Award Agreement for Directors (2018 Stock and Incentive Compensation Plan) (Exhibit 10 to the Company's Quarterly Report on Form 10-Q, filed November 8, 2018).

+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, filed September 3, 2020).

+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, 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) .

+10.13 Amended and Restated Deferred Compensation Plan for Members of the Board of Directors (Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed January 8, 2009) .

+10.14 Amendment 1 to Amended and Restated Deferred Compensation Plan for Members of the Board of Directors (Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed November 9, 2012) .

+10.15 Matrix Service Company 2020 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy Statement filed on September 24, 2020).

+10.16 Form of Long-Term Incentive Award Agreement (2020 Stock and Incentive Compensation Plan) (Exhibit 10.16 to the Company's Annual Report on Form 10-K filed September 13, 2021).

+10.17 Form of Restricted Stock Unit Award Agreement (2020 Stock and Incentive Compensation Plan) (Exhibit 10.17 to the Company's Annual Report on Form 10-K filed September 13, 2021).

+10.18 Form of Indemnification Agreement (Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed November 7, 2019).

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 (Exhibit 10.19 to the Company's Annual Report on Form 10-K filed September 13, 2021).

+10.20 Amended and Restated Matrix Service Company 2021 Severance Plan for Executives (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 10, 2022).

*10.21 Purchase and Sale Agreement dated June 9, 2022 by and between Matrix Service, Inc.

and Pisces Logistics Acquisition LLC.

*21 Subsidiaries.

19 unchanged sentences

Matrix Service Company

September 13, 2021 By:

October 11, 2022 By:

Hewitt, President and

2 unchanged sentences

Signatures Title Date

Mogg Chairman of the Board of Directors September 13, 2021

Hewitt President, Chief Executive Officer and Director September 13, 2021

Mogg Chairman of the Board of Directors October 11, 2022

Hewitt President, Chief Executive Officer and Director October 11, 2022

Hewitt (Principal Executive Officer)

Cavanah Vice President

and Chief Financial Officer September 13, 2021

and Chief Financial Officer October 11, 2022

Cavanah (Principal Accounting and

Principal Financial Officer)

Bustamante Director October 11, 2022

/s/ Martha Z.

Carnes Director September 13, 2021

Chandler Director September 13, 2021

Carnes Director October 11, 2022

Chandler Director October 11, 2022

/s/ Carlin G.

Conner Director September 13, 2021

Hinrichs Director September 13, 2021

Miller Director September 13, 2021

Conner Director October 11, 2022

Hinrichs Director October 11, 2022

Miller Director October 11, 2022

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.

What changed 10-K

Item 9A. Controls and Procedures