6.9.15 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8‑K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) | June 8, 2015 |
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Matrix Service Company |
(Exact Name of Registrant as Specified in Its Charter) |
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Delaware |
(State or Other Jurisdiction of Incorporation) |
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001-15461 | 73-1352174 |
(Commission File Number) | (IRS Employer Identification No.) |
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5100 E Skelly Dr., Suite 700, Tulsa, OK | 74135 |
(Address of Principal Executive Offices) | (Zip Code) |
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918-838-8822 |
(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 8, 2015, Matrix Service Company (the “Company”) began entering into indemnification agreements with each of its current directors (collectively, the “Indemnification Agreements”). The Indemnification Agreements clarify and supplement indemnification provisions already contained in the Company’s Bylaws and generally provide that the Company shall indemnify the Company’s directors to the fullest extent permitted by law, subject to certain exceptions, against expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) incurred in connection with any Indemnifiable Event (as defined therein). The Indemnification Agreements also provide for rights to advancement of expenses.
The Company may enter into Indemnification Agreements with its future directors.
The description of the Indemnification Agreements set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement between the Company and each of the Company’s directors which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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| (d) | The following exhibit is filed herewith: |
Exhibit No. | | Description |
10.1 | | Form of Indemnification Agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Matrix Service Company
Dated: June 9, 2015 By: /s/ Kevin S. Cavanah
Kevin S. Cavanah
Vice President and Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. | | Description |
10.1 | | Form of Indemnification Agreement. |