Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a‑12 Matson, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Matson, Inc. 1411 Sand Island Parkway, Honolulu, Hawaii 96819 March 10, 2020 To the Shareholders of Matson, Inc.: You are invited to attend the 2020 Annual Meeting of Shareholders of Matson, Inc. (“Matson” or the “Company”), to be held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii, on Thursday, April 23, 2020 at 8:30 a.m., Hawaii Standard Time. At the meeting, we will have the opportunity to discuss the Company’s financial performance during 2019, and our future plans and expectations. We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. On or around March 10, 2020, we expect to distribute to our shareholders either (i) a copy of our Proxy Statement, the accompanying proxy card and our annual report or (ii) the Notice of Internet Availability of Proxy Materials (the “Notice”) only. The Notice contains instructions for how to access our Proxy Statement and annual report over the Internet and how to request a paper copy of the Proxy Statement and annual report. Your vote is important – no matter how many or how few shares you may own. Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and vote as soon as possible. You may vote via the Internet or, if you receive printed proxy materials, by telephone or by mailing a proxy card. Instructions for Internet and telephone voting are included in your proxy card and the Proxy Statement (if you receive your materials by mail). Any shareholder attending the Annual Meeting may vote in person even if a proxy has been returned. Thank you for your continued support of Matson. Sincerely, /s/ Matthew J. Cox MATTHEW J. COX Chairman and Chief Executive Officer Table of Contents Matson, Inc. 1411 Sand Island Parkway, Honolulu, Hawaii 96819 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting of Shareholders of Matson, Inc. will be held in the Bankers Club on the 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii, on Thursday, April 23, 2020 at 8:30 a.m., Hawaii Standard Time, to: 1. Elect the seven directors named in the proxy statement to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified; 2. Approve, on an advisory basis, executive compensation; 3. Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2020; and 4. Transact such other business as properly may be brought before the meeting or any adjournment or postponement thereof. The Board of Directors has set the close of business on February 24, 2020 as the record date for the meeting. Owners of Matson, Inc. stock at the close of business on that date are entitled to receive notice of and to vote at the meeting. Shareholders will be asked at the meeting to present a valid, government-issued photo identification. Shareholders holding stock in brokerage accounts must present a copy of a brokerage statement reflecting stock ownership as of the record date. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE VIA THE INTERNET OR IF YOU RECEIVE PRINTED PROXY MATERIALS, BY TELEPHONE OR BY MAILING THE PROXY CARD. By Order of the Board of Directors, /s/ Rachel C. Lee RACHEL C. LEE Corporate Secretary March 10, 2020 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 2020 The Notice of Annual Meeting of Shareholders, Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com. SUMMARY INFORMATION This summary highlights information contained elsewhere in this Proxy Statement. For more complete information, we encourage you to review the entire Proxy Statement and Matson’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019. Annual Meeting of Shareholders Date and Time: April 23, 2020 at 8:30 a.m. (HST) Place: Bankers Club, 30th Floor of the First Hawaiian Center, 999 Bishop Street, Honolulu, Hawaii Record Date: February 24, 2020 Attendance: All shareholders may attend the meeting. Shareholders will be asked at the meeting to present a valid, government-issued photo identification. If you are the beneficial owner of shares held in the name of your broker, bank or other nominee, you must bring proof of ownership in order to be admitted to the meeting. Voting: Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and each of the other proposals. You will need the 16‑digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. Vote at Vote by Calling Vote by Mail Vote in Person www.proxyvote.com 1‑800‑690‑6903 Meeting Agenda and Voting Recommendations Board Agenda Item Recommendation Page Election of seven directors FOR 6 Advisory approval of our executive compensation FOR 51 Ratification of selection of Deloitte & Touche LLP (“Deloitte”) as FOR 54 our independent auditors Director Nominees We are asking you to vote “FOR” all of the director nominees listed below. Set forth below is summary information about each director nominee. Nominee and Principal Director Occupation Age Since Independent Leadership/Committees Matthew J. Cox, Chairman and 58 2012 − Chairman of the Chief Executive Officer of Board Matson Stanley M. Kuriyama, 66 2016 Lead Independent Chairman of Alexander & Director Baldwin, Inc. Compensation Nominating (Chair) Table of Contents Nominee and Principal Director Occupation Age Since Independent Leadership/Committees Constance H. Lau, President 67 2004 Audit (Chair) and Chief Executive Officer of Nominating Hawaiian Electric Industries, Inc. Meredith J. Ching, Executive 63 − None Vice President, External Affairs of Alexander & Baldwin, Inc. Thomas B. Fargo, non- 71 2011 Audit executive Chairman of the Board of Huntington Ingalls Industries, Inc. Mark H. Fukunaga, Chairman 64 2018 Compensation and Chief Executive Officer of Nominating Servco Pacific Inc. Jenai S. Wall, Chairman and 61 2019 Compensation Chief Executive Officer of Nominating Foodland Super Market, Ltd. For more information, please see “Proposal 1 – Election of Directors” in this Proxy Statement. Corporate Governance Highlights Substantial majority of Board is independent Lead Independent Director (6 of 7 nominees) Board oversight of succession planning at all Commitment to Board diversity levels, including for directors and CEO 43% of director nominees are women (50% of Annual Board and committee self-evaluations independent directors) Executive sessions of independent directors Balanced mix of director tenures, with average Continuing director education of 6 years Strong executive and director stock ownership Average board age of 64 years guidelines Annual election of directors No supermajority voting requirements Plurality plus vote for directors Board oversight of sustainability initiatives and Board oversight of risk management political spending Shareholder engagement program Executive Compensation We are asking you to vote “FOR”, on an advisory basis, our executive compensation. Matson’s compensation philosophy is to align the Company’s objectives with shareholder interests through a compensation program that attracts, motivates and retains talented executives, and rewards outstanding performance. In 2019, 80% of Mr. Cox’s and approximately 65% of the other NEO’s target total direct compensation were variable and at-risk based on annual and long-term performance. CEO Target Total Direct Compensation Other NEO Target Total Direct Compensation ii Table of Contents At the 2019 Annual Meeting of Shareholders, our executive

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