Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 8, 2023
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):
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of EMCOR Group, Inc. (the "Company"), the Company's stockholders, upon recommendation of the Company's Board of Directors (the "Board"), approved amendments to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for (a) Board authority to determine the number of directors comprising the Board; (b) exculpation of certain officers of the Company permitted by Delaware law; and (c) selection of an exclusive forum for certain claims. The Board had previously approved the amendment to the Certificate of Incorporation subject to stockholder approval. On June 8, 2023, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation of EMCOR Group, Inc. (the "Amendment to Certificate of Incorporation") with the Secretary of State of the State of Delaware and the Amendment to Certificate of Incorporation became effective on June 8, 2023.
The foregoing summary description of the Amendment to Certificate of Incorporation does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment to Certificate of Incorporation, attached hereto as Exhibit 3.1, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 8, 2023, at the 2023 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following eight items:
1. Election of nine directors to serve until the Company’s next Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2. A non-binding advisory resolution approving named executive officer compensation;
3. A non-binding advisory resolution on the frequency of the non-binding advisory vote on executive compensation;
4. An amendment to the Company’s Restated Certificate of Incorporation regarding the size of the Board of Directors;
5. An amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation;
6. An amendment to the Company’s Restated Certificate of Incorporation to select an exclusive forum for certain claims;
7. Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2023; and
8. A stockholder proposal regarding an independent board chairperson.
The results were as follows:
Proposal 1. The nominees for director were elected based upon the following votes:
Nominee
Shares For
Shares Against
Shares Abstaining
Broker Non-Votes
John W. Altmeyer
42,117,288
832,149
37,391
928,819
Anthony J. Guzzi
41,334,279
1,600,483
52,066
928,819
Ronald L. Johnson
42,334,646
544,260
107,922
928,819
Carol P. Lowe
42,569,850
380,857
36,121
928,819
M. Kevin McEvoy
42,003,982
945,388
37,458
928,819
William P. Reid
42,532,092
417,433
37,303
928,819
Steven B. Schwarzwaelder
42,174,701
774,730
37,397
928,819
Robin Walker-Lee
42,359,963
590,821
36,044
928,819
Rebecca Ann Weyenberg
42,715,686
235,253
35,889
928,819
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
39,994,302
Shares Against
2,919,296
Shares Abstaining
73,230
Broker Non-Votes
928,819
Proposal 3. The stockholders voted, on a non-binding advisory basis, on whether the non-binding advisory vote on the compensation of the Company’s named executive officers should occur every 1 year, every 2 years or every 3 years. The results were as follows:
Shares for
Every 1 Year
Shares for
Every 2 Years
Shares for
Every 3 Years
Shares
Abstaining
Broker
Non-Votes
41,620,886
32,200
1,286,517
47,225
928,819
In light of the voting results for this Proposal 3, the Company’s Board of Directors decided that the Company will include a stockholder advisory vote on the compensation of the Company’s named executive officers in its future proxy materials on an annual basis.
Proposal 4. The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation regarding the size of the Board of Directors was approved based upon the following votes:
Shares For
39,679,141
Shares Against
4,190,552
Shares Abstaining
45,954
There were no broker non-votes on this item.
Proposal 5. The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation was approved based upon the following votes:
Shares For
37,306,419
Shares Against
5,616,362
Shares Abstaining
64,047
Broker Non-Votes
928,819
Proposal 6. The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to select an exclusive forum for certain claims was approved based upon the following votes:
Shares For
37,627,991
Shares Against
5,302,923
Shares Abstaining
55,914
Broker Non-Votes
928,819
Proposal 7. The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023 was approved based upon the following votes:
Shares For
42,759,269
Shares Against
1,120,313
Shares Abstaining
36,065
There were no broker non-votes on this item.
Proposal 8. The proposal for stockholders to request that the Board of Directors of the Company adopt a policy and amend the Company’s governing documents to require that separate individuals serve as Chair of the Board of Directors and as the Company’s Chief Executive Officer was not approved, based upon the following votes:
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.