Other Information
−Removed: During the six months ended December 31, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1, as each term is defined under Item 408(a) of Regulation S-K.
−Removed: In connection with the Board’s succession planning, on February 2, 2026, John R.
−Removed: Hewitt and the Company entered into a Transition and Separation Agreement (the “Transition Agreement”) providing for Mr.
−Removed: Hewitt to transition his role as President and Chief Executive Officer and step down effective June 30, 2026.
−Removed: The Transition Agreement also provides for Mr.
−Removed: Hewitt to step down as a director of the Company, also effective June 30, 2026.
−Removed: Hewitt’s separation from the Company was not the result of any disagreements with the Company or any of its directors, officers or employees.
−Removed: The Transition Agreement provides for the payment to Mr.
−Removed: Hewitt of a cash severance amount of $1.6 million, potential payment of his annual bonus for the year ending June 30, 2026, based on actual performance, and vesting of his outstanding share-based and cash-based restricted stock units.
−Removed: Hewitt will also be deemed to have satisfied the service condition for his performance units awarded in 2023 and 2024 and for 22,311 of his performance units awarded in 2025 and will remain eligible to vest in these performance units based on actual performance.
−Removed: Hewitt will forfeit the remaining 58,010 of his performance units awarded in 2025.
−Removed: The Transition Agreement contains, among other provisions, confidentiality and cooperation covenants and a customary release of claims.
−Removed: The description of the Transition Agreement is qualified in its entirety by the provisions of the agreement, which is incorporated by reference to Exhibit 10.1 to this Form 10-Q.
−Removed: Also on February 2, 2026, the Board appointed Shawn P.
−Removed: Payne as Chief Operating Officer of the Company, effective immediately.
−Removed: He will assume the role of President and Chief Executive Officer effective July 1, 2026.
−Removed: Prior to these appointments, Mr.
−Removed: Payne, 53, was the President Engineering & Construction, Matrix Service Company.
−Removed: He previously served as President, Matrix Service Inc.
−Removed: Before that, he served in other leadership roles for Matrix Service including as Senior Vice President, Operations, Senior Vice President of Finance and Business Services, and Vice President of Business Services.
−Removed: Payne joined the Company in 2012 as the Division Manager in Tucson, AZ, leading the Company’s entry into the minerals and mining business.
−Removed: Prior to joining Matrix, Mr.
−Removed: Payne held leadership roles in operations, finance and project controls with Aker Solutions/Kvaerner, and Jacobs.
−Removed: Payne holds a Bachelor of Science in Business Administration, in Finance, from the University of Arizona.
−Removed: No changes were made to Mr.
−Removed: Payne’s compensation arrangements as a result of his appointment as Chief Operating Officer.
−Removed: In connection with his appointment as President and Chief Executive Officer, and effective July 1, 2026, Mr.
−Removed: Payne will receive a base salary of $725,000 per year and will be eligible for a short-term annual incentive in a target amount equal to 100% of base salary and a long-term annual incentive in a target amount equal to 250% of base salary.
−Removed: The appointment of Mr.
−Removed: Payne was not pursuant to any agreement or understanding between him and any other person.
−Removed: There is no family relationship between Mr.
−Removed: Payne and any director or executive officer of the Company, and there are no transactions between Mr.
−Removed: Payne and the Company that are required to be reported under Item 404(a) of Regulation S-K.
+Added: Trading Arrangements
+Added: On February 16, 2026 , Mr.
+Added: Cavanah , our Vice President and Chief Financial Officer , entered into a trading plan with his broker intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Securities and Exchange Act of 1934 (“Rule 10b5-1 Trading Plan”).
+Added: The Rule 10b5-1 Trading Plan allows Mr.
+Added: Cavanah to sell up to 120,000 shares of Matrix Service Company common stock.
+Added: Cavanah’s Rule 10b5-1 Trading Plan expires upon the earlier of October 1, 2027 or the date all trades pursuant to such trading plan are executed.
+Added: Amended and Restated Bylaws
+Added: On May 5, 2026, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately.
+Added: The Amended and Restated Bylaws enhance clarity and effect technical and administrative changes to conform to changes in the Delaware General Corporation Law (the “DGCL”).
+Added: The amendments effected by the Amended and Restated Bylaws, among other things:
+Added: • modify certain provisions to reflect and conform to changes in the DGCL, including, those relating to the stock ledger available to stockholders prior to a meeting of stockholders and waiver of notice of a meeting;
+Added: • clarify that the vote of the holders of a majority of the issued and outstanding voting stock present in person or represented by proxy and entitled to vote on the matter shall decide any matter brought before a meeting of stockholders, except as provided to the contrary by the DGCL, the Company’s Certificate of Incorporation or the Amended and Restated Bylaws;
+Added: • modify the list of required and discretionary officers of the Company and the respective duties and authority of such officers;
+Added: • eliminate as redundant with disclosure rules the requirement that the Board present certain information regarding the business and condition of the Company at any stockholder meeting;
+Added: • incorporate certain ministerial and conforming changes to provide clarification and consistency.
+Added: The foregoing summary of the Amended and Restated Bylaws does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this filing and incorporated herein by reference.
The following documents are included as exhibits to this Quarterly Report on Form 10-Q.
Any exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical hereafter.
−Removed: Exhibit 10.1:
−Removed: Transition and Separation Agreement
+Added: Exhibit 3.2 Amended and Restated Bylaws, effective as of May 5 , 202 6 .
Exhibit 31.1:
24 unchanged sentences
MATRIX SERVICE COMPANY
−Removed: February 5, 2026 By:
+Added: May 7, 2026 By:
Vice President and Chief Financial Officer
+Added: (Duly Authorized Officer and Principal Accounting Officer)
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.