Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 2, 2022
EMCOR Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
1-8267
11-2125338
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
301 Merritt Seven
Norwalk,
Connecticut
06851-1092
(Address of Principal Executive Offices)
(Zip Code)
(203)
849-7800
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
EME
New York Stock Exchange
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2022, at the 2022 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following four items:
1. To elect nine directors to serve until the Company’s next Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2. To consider a non-binding advisory resolution approving named executive officer compensation;
3. To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2022; and
4. To consider a stockholder proposal regarding special stockholder meetings.
The results were as follows:
Proposal 1. The nominees for director were elected based upon the following votes:
Nominee
Shares For
Shares Against
Abstentions
Broker Non-Votes
John W. Altmeyer
45,858,204
901,774
36,679
1,270,387
Anthony J. Guzzi
44,948,994
1,810,242
37,421
1,270,387
Ronald L. Johnson
45,690,219
1,068,391
38,047
1,270,387
David H. Laidley
45,131,174
1,628,287
37,196
1,270,387
Carol P. Lowe
46,624,434
135,075
37,148
1,270,387
M. Kevin McEvoy
44,783,607
1,588,058
424,992
1,270,387
William P. Reid
46,463,026
295,245
38,386
1,270,387
Steven B. Schwarzwaelder
45,955,977
803,435
37,245
1,270,387
Robin Walker-Lee
45,558,664
1,199,383
38,610
1,270,387
All of the Company’s incumbent directors standing for election were re-elected.
Proposal 2. The proposal for stockholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
Shares For
42,710,230
Shares Against
3,988,005
Shares Abstaining
98,422
Broker Non-Votes
1,270,387
Proposal 3. The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2022 was approved based upon the following votes:
Shares For
47,193,997
Shares Against
838,690
Shares Abstaining
34,357
There were no broker non-votes on this item.
Proposal 4. The proposal for stockholders to consider a proposal requiring the Board of Directors of the Company to take steps to permit holders in the aggregate of 10% of the Company's common stock to call special stockholder meetings was not approved, based upon the following votes:
Shares For
19,244,016
Shares Against
27,510,310
Shares Abstaining
42,331
Broker Non-Votes
1,270,387
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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.
