UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2023 (
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2023, Matson, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders, at which: (i) seven directors of the Company’s Board of Directors were elected, (ii) executive compensation was approved in an advisory vote, (iii) one year was approved as the preferred frequency of future advisory votes on executive compensation, and (iv) the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2023 was ratified.
Each matter was described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 13, 2023. The number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter voted upon at the 2023 Annual Meeting of Shareholders, were as follows:
Proposal 1: Election of Directors
Nominee |
| For |
| Withheld |
| Broker Non-Vote |
Meredith J. Ching |
| 29,220,555 | 77,183 | 2,319,650 | ||
Matthew J. Cox |
| 28,797,440 | 500,298 | 2,319,650 | ||
Thomas B. Fargo |
| 28,463,734 | 834,004 | 2,319,650 | ||
Mark H. Fukunaga |
| 29,139,232 | 158,506 | 2,319,650 | ||
Stanley M. Kuriyama |
| 28,809,187 | 488,551 | 2,319,650 | ||
Constance H. Lau |
| 28,460,597 | 837,141 | 2,319,650 | ||
Jenai S. Wall |
| 29,221,835 | 75,903 | 2,319,650 |
Proposal 2: Advisory Vote to Approve Executive Compensation
For |
| Against |
| Abstain |
| Broker Non-Vote |
28,608,164 | 318,559 | 371,015 | 2,319,650 |
Proposal 3: Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||
26,839,823 | 68,049 | 2,335,971 | 53,895 | – |
In light of these voting results, the Company plans to hold future advisory votes to approve executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board otherwise determines that a different frequency is in the best interests of the Company and its shareholders.
Proposal 4: Ratification of Independent Registered Public Accounting Firm
For |
| Against |
| Abstain |
| Broker Non-Vote |
31,094,786 | 490,971 | 31,631 | – |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MATSON, INC. | |
/s/ Peter T. Heilmann | |
Peter T. Heilmann | |
Executive Vice President, Chief Administrative Officer and General Counsel | |
Dated: May 1, 2023 |
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