MATX 10-K Annual Report Dec. 31, 2023 | Alphaminr
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MATX 10-K Fiscal year ended Dec. 31, 2023

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MATSON, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related Stockholder MattersItem 6. Removed and ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis Of Financial Condition and ResultsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with Accountants on Accounting andItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of November 11, 2014, by and among Matson Navigation Company, Inc., Hogan Acquisition Inc. and Horizon Lines, Inc. (incorporated by reference to Exhibit2.1 of Matsons Form 8-K dated November 11, 2014). 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 13, 2015, by and among Matson Navigation Company, Inc., Hogan Acquisition Inc. and Horizon Lines, Inc. (incorporated by reference to Exhibit 2.1 of Matsons Form 8-K dated February 17, 2015). 2.3 Contribution, Assumption and Purchase Agreement, dated as of November 11, 2014, by and among The Pasha Group, SR Holding LLC, Horizon Lines, Inc. and Sunrise Operations LLC (incorporated by reference to Exhibit 2.2 of Horizon Lines, Inc.s Form 8-K dated November 13, 2014). 2.4 Amendment No. 1 to the Contribution, Assumption and Purchase Agreement, dated as of May29, 2015, by and among The Pasha Group, SR Holding LLC, Horizon Lines, Inc. and Sunrise Operations LLC (incorporated by reference to Exhibit 2.2 of Matsons Form 10-Q for the quarter ended June 30, 2015). 3.1 Amended and Restated Articles of Incorporation of Matson, Inc. (incorporated by reference to Exhibit3.1 of Matsons Form 10-Q for the quarter ended June 30, 2012). 3.2 Articles of Amendment to Change Corporate Name (incorporated by reference to Exhibit 4.2 of Matsons Form S-8 dated October 26, 2012). 3.3 Amended and Restated Bylaws of Matson, Inc. (as amended as of November 6, 2013) (incorporated by reference to Exhibit 3.1 of Matsons Form 10-Q for the quarter ended September 30, 2013). 4 Description of Registered Securities (incorporated by reference to Exhibit 4 of Matsons Form 10-K for the year ended December31, 2019). 10.1 First Amendment to Credit Agreement among Matson, Inc., Bank of America, N.A., as the Agent, and the lenders thereto, dated as of February9, 2023 (incorporated by reference to Exhibit 10.1 of Matson s Form 10-K for the year ended December 31, 2022). 10.2 Amendment to Third Amended and Restated Note Purchase Agreement among Matson, Inc. and the purchasers named therein, dated as of June 29, 2017 (incorporated by reference to Exhibit 10.4 of Matsons Form 8-K dated June 30, 2017). 10.3 Amendment to Note Purchase Agreement among Matson, Inc. and the purchasers named therein, dated as of June 29, 2017 (incorporated by reference to Exhibit 10.5 of Matsons Form 8-K dated June 30, 2017). 10.4 Note Purchase Agreement among Matson, Inc. and the purchasers party thereto, dated as of December21, 2016 (incorporated by reference to Exhibit 10.1 of Matsons Form 8-K dated December 22, 2016). 10.5 Third Amended and Restated Note Purchase and Private Shelf Agreement among Matson, Inc. and the purchasers party thereto, dated as of September 14, 2016 (incorporated by reference to Exhibit 10.1 of Matsons Form 8-K dated September 14, 2016). 10.6 Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement among Matson, Inc. and the purchasers named therein, dated as of March 31, 2020 (incorporated by reference to Exhibit 10.4 of Matsons Form 8-K dated April 6, 2020). 10.7 Amendment to December 21, 2016 Note Purchase Agreement among Matson, Inc. and the purchasers named therein, dated as of March 31, 2020 (incorporated by reference to Exhibit 10.5 of Matsons Form 8-K dated April 6, 2020). 10.8 Amended and Restated Limited Liability Company Agreement of SSA Terminals, LLC by and between SSA Ventures, Inc. and Matson Ventures, Inc., dated as of April 24, 2002 (certain portions of this exhibit have been omitted pursuant to a confidential treatment request submitted to the Commission) (incorporated by reference to Exhibit 10.1 of Matsons Form 10-Q for the quarter ended June30, 2012). 10.9 Parent Company Agreement, dated as of April 24, 2002, by and among SSA Pacific Terminals, Inc., formerly known as Stevedoring Services of America, Inc., SSA Ventures, Inc., Matson Navigation Company, Inc. and Matson Ventures, Inc. (incorporated by reference to Exhibit 10.2 of Matsons Form10-Q for the quarter ended June 30, 2012). 10.10* Matson, Inc. Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit10.34 of Matsons Form 10-K for the year ended December 31, 2012). 10.11 Consolidated Agreement, Contract No. MA-14454 dated as of April 27, 2020 among Matson Navigation Company, Inc., the United States of America, represented by the Maritime Administrator of the Maritime Administration and, with respect to certain provisions, Matson, Inc. (incorporated by reference to Exhibit 10.1 of Matsons Form 8-K dated April30, 2020). 10.12 Note Purchase Agreement dated as of April 27, 2020 among Matson Navigation Company, Inc., the United States of America, represented by the Maritime Administrator of the Maritime Administration and the Federal Financing Bank (incorporated by reference to Exhibit 10.2 of Matsons Form 8-K dated April30, 2020). 10.13 Affiliate Guaranty dated as of April 27, 2020 executed by Matson, Inc. (incorporated by reference to Exhibit 10.3 of Matsons Form 8-K dated April30, 2020). 10.14 Amendment No. 1 dated June 22, 2020, to Consolidated Agreement, Contract No. MA-14454 dated as of April27, 2020 among Matson Navigation Company, Inc., the United States of America, represented by the Maritime Administrator of the Maritime Administration and, with respect to certain provisions, Matson, Inc. (incorporated by reference to Exhibit 10.1 of Matsons Form 8-K dated June25, 2020). 10.15 Note Purchase Agreement dated as of June 22, 2020 among Matson Navigation Company, Inc., the United States of America, represented by the Maritime Administrator of the Maritime Administration and the Federal Financing Bank (incorporated by reference to Exhibit 10.2 of Matsons Form 8-K dated June25, 2020). 10.16 Amendment dated June 22, 2020 to Affiliate Guaranty dated as of April27, 2020 executed by Matson,Inc. and consented to by MARAD (incorporated by reference to Exhibit 10.3 of Matsons Form 8-K dated June25, 2020). 10.17* Matson, Inc. Excess Benefits Plan, amended and restated effective August 27, 2014 (incorporated by reference to Exhibit 10.1 of Matsons Form 8-K dated August 28, 2014). 10.18* Form of Letter Agreement entered into with certain executive officers (incorporated by reference to Exhibit10.45 of Matsons Form 10-K for the year ended December 31, 2012). 10.19* Schedule identifying executive officers who have entered into Form of Letter Agreement (incorporated by reference to Exhibit 10.42 of Matsons Form 10-K for the year ended December 31, 2014). 10.20* Form of Letter Agreement entered into with executive officer (incorporated by reference to Exhibit10.1 of Matsons Form 8-K dated October 24, 2014). 10.21* Letter Agreement Counter Parties (incorporated by reference to Exhibit 10.23 of Matson s Form 10-K for the year ended December 31, 2022). 10.22* Amended and Restated Matson, Inc. Executive Severance Plan (incorporated by reference to Exhibit10.28 of Matsons Form 10-K for the year ended December31, 2020). 10.23* Matson, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.51 of Matsons Form10-K for the year ended December 31, 2012). 10.24* Amendment No. 1 to the Matson, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit10.30 of Matsons Form 10-K for the year ended December31, 2020). 10.25 Contract for Construction of Two Vessels, dated as of August 25, 2016, by and between Matson Navigation Company, Inc. and National Steel and Shipbuilding Company (certain portions of this exhibit have been omitted pursuant to a confidential treatment request submitted to the Commission) (incorporated by reference to Exhibit 10.1 of Matsons Form 10-Q for the quarter ended September30, 2016). 10.26 Purchasers Corporate Guaranty Agreement, by Matson, Inc., dated as of August25, 2016 (incorporated by reference to Exhibit10.2 of Matsons Form 10-Q for the quarter ended September30, 2016). 10.27 Contractors Corporate Guaranty Agreement, by General Dynamics Corporation, dated as of August25, 2016 (incorporated by reference to Exhibit10.3 of Matsons Form 10-Q for the quarter ended September30, 2016). 10.28 Form of Capital Construction Fund Agreement with Matson Navigation Company, as amended by Addendums No. 2, No. 5, No. 18, No. 20, No. 31 and No. 33 thereto (incorporated by reference to Exhibit 10.35 of Matsons Form10-K for the year ended December 31, 2021). 10.29 Form of Voting Agreement, dated as of November 11, 2014, among Matson Navigation Company, Inc. and certain holders of voting securities of Horizon Lines, Inc. (incorporated by reference to Exhibit10.1 of Matsons Form 8-K dated November 11, 2014). 10.30* Amended and Restated Matson, Inc. 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of Matsons Form S-8 date July30, 2021). 10.31* Amended and Restated Matson, Inc. Cash Incentive Plan, effective January 1, 2016 (incorporated by reference to Exhibit 10.63 of Matsons Form 10-K for the year ended December 31, 2016). 10.32* Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election) (incorporated by reference to Exhibit 10.65 of Matsons Form 10-K for the year ended December31, 2016). 10.33* Form of 2016 Plan Performance Share Award Agreement for Executive Employees (ROIC) (incorporated by reference to Exhibit 10.47 of Matsons Form 10-K for the year ended December 31, 2020). 10.34* Form of 2016 Plan Performance Share Award Agreement for Executive Employees (TSR) (incorporated by reference to Exhibit 10.48 of Matsons Form 10-K for the year ended December 31, 2020). 10.35* Form of 2016 Plan Performance Share Award Agreement for Non-Executive Employees (incorporated by reference to Exhibit 10.49 of Matsons Form 10-K for the year ended December 31, 2020). 10.36* Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Executive Employees (incorporated by reference to Exhibit 10.50 of Matsons Form 10-K for the year ended December 31, 2020). 10.37* Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Non-Executive Employees (incorporated by reference to Exhibit 10.51 of Matsons Form 10-K for the year ended December31, 2020). 10.38* Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (No Deferral) (incorporated by reference to Exhibit 10.52 of Matsons Form 10-K for the year ended December 31, 2020). 10.39* Form of 2016 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election) (incorporated by reference to Exhibit 10.53 of Matsons Form 10-K for the year ended December 31, 2020). 10.40 Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.2 of Matsons Form 8-K dated April 5, 2021). 10.41 Amendment to Note Purchase Agreement dated December 21, 2016, dated as of March 31, 2021 (incorporated by reference to Exhibit 10.3 of Matsons Form 8-K dated April 5, 2021). 10.42 Shipbuilding Contract Vessel Type Aloha Class L Hull No. 040, by and between Philly Shipyard, Inc. and Matson Navigation Company, Inc., dated as of November 1, 2022 (incorporated by reference to Exhibit 10.48 of Matson s Form 10-K for the year ended December 31, 2022). 10.43 Shipbuilding Contract Vessel Type Aloha Class L Hull No. 041, by and between Philly Shipyard, Inc. and Matson Navigation Company, Inc., dated as of November 1, 2022 (incorporated by reference to Exhibit 10.49 of Matson s Form 10-K for the year ended December 31, 2022). 10.44 Shipbuilding Contract Vessel Type Aloha Class L Hull No. 042, by and between Philly Shipyard, Inc. and Matson Navigation Company, Inc., dated as of November 1, 2022 (incorporated by reference to Exhibit 10.50 of Matson s Form 10-K for the year ended December 31, 2022). 10.45*,** Form of 2016 Plan Performance Share Award Agreement for Executive Employees (ROIC) for grants awarded after January 1, 2023 10.46*,** Form of 2016 Plan Performance Share Award Agreement for Non-Executive Employees (ROIC) for grants awarded after January 1, 2023 10.47*,** Form of 2016 Plan Performance Share Award Agreement for Executive Employees (TSR) for grants awarded after January 1, 2024 10.48*,** Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Executive Employees for grants awarded after January 1, 2024 10.49*,** Form of 2016 Plan Time-Based Restricted Stock Unit Agreement for Non-Executive Employees for grants awarded after January 1, 2024 21** Matson, Inc. Subsidiaries as of December 31, 2023. 23** Consent of Deloitte & Touche, LLP dated February 23, 2024. 31.1** Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32*** Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97** Policy Regarding Recoupment of Certain Compensation (as amended and restated October 26, 2023)