UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 21, 2014

MATSON, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (808) 848-1211

(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:

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 7.01.                                        Regulation FD Disclosure.

On October 21, 2014, Matson, Inc.’s subsidiary released a press statement to reporters in response to a request for information regarding the filing of an Information and Plea Agreement with the Federal District Court for the District of Hawaii.  A copy of the press statement is attached hereto as Exhibit 99.1.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Item 9.01.                                        Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits.

The exhibits listed below are being furnished with this Form 8-K.

99.1                        Press Statement, dated October 21, 2014

SIGNATURE

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.

Dated: October 21, 2014

2

Exhibit 99.1

Matson Statement Regarding Settlement with U.S. Attorney for the District of Hawaii

Matson’s subsidiary, Matson Terminals, Inc., and the United States Attorney for the District of Hawaii have signed a plea agreement pursuant to which Matson Terminals will plead guilty to two misdemeanor violations of the Rivers and Harbors Act of 1899, which will resolve all federal criminal charges arising from the molasses incident in Honolulu Harbor in September 2013.  Matson Terminals will pay a total penalty of $1 million which will be comprised of a $400,000 fine and a $600,000 community service payment with $300,000 of such payment being made to the Waikiki Aquarium (a division of the University of Hawaii), to support their Coral Programs and Invasive Algae Clean-ups and the remaining $300,000 payment being made to Sustainable Coastlines Hawaii — to inspire local communities to care for their coastlines through beach clean-ups. The proposed resolution is subject to review and approval by the court.

“Matson has cooperated with the U.S. Attorney’s office and the EPA Criminal Investigation Division throughout their investigation of the September 2013 molasses incident,” said Matt Cox, president and CEO.  “While we regret the incident, we are focused on resolving the matter, subject to the court’s approval of the agreement.  We continue to cooperate with the state and the EPA in an effort to address impacts from the incident.”

Matson Terminals and its affiliates have not yet resolved any potential civil claims by the U.S. Environmental Protection Agency or claims by the State of Hawaii arising out of the molasses incident.  Matson Terminals suspended its operation of the molasses pipeline system at the Sand Island terminal after the incident in September 2013.