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, 2023.
−Removed: 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.
−Removed: 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.
−Removed: We conducted an internal review and determined the amount of misallocated time was immaterial.
−Removed: 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.
−Removed: 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
3 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
31 unchanged sentences
The exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical hereafter.
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Matrix Service Company (Appendix A to the Company's Proxy Statement filed October 7, 2016 .
−Removed: 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) .
+Added: 3.1 Amended and Restated Certificate of Incorporation of Matrix Service Company (Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 7, 2022) .
+Added: 3.2 Third Amended and Restated Bylaws, effective as of May 2, 2023 (Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2023) .
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).
−Removed: +10.1 Matrix Service Company 2004 Stock Incentive Plan (Appendix B to the Company’s Proxy Statement filed September 15, 2006) .
−Removed: +10.2 Amendment 1 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit 10 to Amended Schedule 14A filed October 4, 2006) .
−Removed: +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) .
−Removed: +10.4 Amendment 3 to Matrix Service Company 2004 Stock Incentive Plan (Exhibit A to the Company’s Proxy Statement filed September 11, 2009) .
−Removed: +10.5 Matrix Service Company 2016 Stock and Incentive Compensation Plan (Appendix B to the Company's Proxy Statement, filed October 7, 2016) .
−Removed: +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) .
−Removed: +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).
+10.1 Matrix Service Company 2018 Stock and Incentive Compensation Plan (Appendix A to the Company's Proxy Statement, filed September 21, 2018).
10 unchanged sentences
10.12 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).
+Added: 10.13 First Amendment and Waiver to Credit Agreement dated October 5, 2020 by and among Matrix Service Company and certain subsidiaries thereof, certain financial institutions as lenders, and Bank of Montreal, as administrative agent (Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 7, 2022).
+10.14 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).
−Removed: *10.21 Purchase and Sale Agreement dated June 9, 2022 by and between Matrix Service, Inc.
−Removed: and Pisces Logistics Acquisition LLC.
*21 Subsidiaries.
19 unchanged sentences
Matrix Service Company
−Removed: October 11, 2022 By:
+Added: September 12, 2023 By:
Hewitt, President and
2 unchanged sentences
Signatures Title Date
−Removed: Mogg Chairman of the Board of Directors October 11, 2022
−Removed: Hewitt President, Chief Executive Officer and Director October 11, 2022
+Added: Mogg Chairman of the Board of Directors September 12, 2023
+Added: Hewitt President, Chief Executive Officer and Director September 12, 2023
Hewitt (Principal Executive Officer)
Cavanah Vice President
−Removed: and Chief Financial Officer October 11, 2022
+Added: and Chief Financial Officer September 12, 2023
Cavanah (Principal Accounting and
Principal Financial Officer)
−Removed: Bustamante Director October 11, 2022
+Added: Bustamante Director September 12, 2023
/s/ Martha Z.
−Removed: Carnes Director October 11, 2022
−Removed: Chandler Director October 11, 2022
+Added: Carnes Director September 12, 2023
+Added: Chandler Director September 12, 2023
/s/ Carlin G.
−Removed: Conner Director October 11, 2022
−Removed: Hinrichs Director October 11, 2022
−Removed: Miller Director October 11, 2022
+Added: Conner Director September 12, 2023
+Added: Hinrichs Director September 12, 2023
+Added: Miller Director September 12, 2023
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.