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): April 23, 2015

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 23, 2015, Matson, Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders, at which: (i) seven directors to the Company’s Board of Directors were elected, (ii) executive compensation was approved in an advisory vote, (iii) the material terms of the performance goals under the Matson, Inc. 2007 Incentive Compensation Plan were approved in compliance with Section 162(m) of the Internal Revenue Code, and (iv) the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2015 was ratified.

 

Each matter was described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 9, 2015.  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 2015 Annual Meeting of Shareholders, were as follows:

 

Proposal 1: Election of Directors

 

Nominee		For		Withheld		Broker Non- Vote
W. Blake Baird		36,506,861		269,709		3,061,687
Michael J. Chun		36,496,569		280,001		3,061,687
Matthew J. Cox		36,508,515		268,055		3,061,687
Walter A. Dods, Jr.		36,448,119		328,451		3,061,687
Thomas B. Fargo		36,508,603		267,967		3,061,687
Constance H. Lau		36,444,680		331,890		3,061,687
Jeffrey N. Watanabe		36,497,823		278,747		3,061,687

 

Proposal 2: Advisory Vote to Approve Executive Compensation

 

For		Against		Abstain		Broker Non-Vote
34,843,301		1,780,518		152,751		3,061,687

 

Proposal 3: Approval of the Material Terms of the Performance Goals Under the Matson, Inc. 2007 Incentive Compensation Plan to Comply with Section 162(m) of the Internal Revenue Code

 

For		Against		Abstain		Broker Non-Vote
35,400,851		1,311,878		63,841		3,061,687

 

Proposal 4:  Ratification of Independent Registered Accounting Firm

 

For		Against		Abstain		Broker Non-Vote
39,401,183		409,387		27,687		—

 

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.

 

10.1        Matson, Inc. 2007 Incentive Compensation Plan (incorporated by reference to Appendix A of Matson, Inc.’s Definitive Proxy Statement on Schedule 14A dated March 9, 2015).

 

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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.

 

Date:  April 24, 2015
	MATSON, INC.
	/s/ Joel M. Wine
	Joel M. Wine
	Senior Vice President and
	Chief Financial Officer

 

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