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): April 28, 2025 (
(Exact Name of Registrant as Specified in its Charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2025, the Board of Directors of Matson, Inc. (the “Company”) unanimously approved the Matson, Inc. 2025 Incentive Compensation Plan (the “2025 Plan”), which provides for the issuance of 1,400,000 shares of the Company’s common shares, subject to shareholder approval. The Company’s shareholders approved the 2025 Plan at the 2025 Annual Meeting of Shareholders held on April 24, 2025 (the “2025 Annual Meeting”).
The foregoing description of the 2025 Plan is qualified in its entirety by reference to the actual terms of the 2025 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting: (i) seven directors of the Company’s Board of Directors were elected, (ii) executive compensation was approved in an advisory vote, (iii) the 2025 Plan was approved, and (iv) the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2025 was ratified.
Each matter was described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 10, 2025. 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 2025 Annual Meeting, were as follows:
Proposal 1: Election of Directors
Nominee |
| For |
| Withheld |
| Broker Non-Vote |
Meredith J. Ching |
| 26,661,216 | 103,640 | 2,376,628 | ||
Matthew J. Cox |
| 26,309,833 | 455,023 | 2,376,628 | ||
Mark H. Fukunaga |
| 26,578,019 | 186,837 | 2,376,628 | ||
Stanley M. Kuriyama |
| 26,501,202 | 263,654 | 2,376,628 | ||
Constance H. Lau |
| 26,152,220 | 612,636 | 2,376,628 | ||
Bradley D. Tilden |
| 26,686,556 | 78,300 | 2,376,628 | ||
Jenai S. Wall |
| 26,621,106 | 143,750 | 2,376,628 |
Proposal 2: Advisory Vote to Approve Executive Compensation
For |
| Against |
| Abstain |
| Broker Non-Vote |
26,101,671 | 597,496 | 65,689 | 2,376,628 |
Proposal 3: Approval of the Matson, Inc. 2025 Incentive Compensation Plan
For |
| Against |
| Abstain |
| Broker Non-Vote |
24,634,209 | 2,067,263 | 63,384 | 2,376,628 |
Proposal 4: Ratification of Independent Registered Public Accounting Firm
For |
| Against |
| Abstain |
| Broker Non-Vote |
28,642,635 | 454,390 | 44,459 | – |
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Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits.
10.1 | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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/ Joel M. Wine | |
Joel M. Wine | |
Executive Vice President and Chief Financial Officer | |
Dated: April 28, 2025 |
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