8-K
EMCOR Group, Inc. (EME)
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): June 6, 2024
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) |
|---|---|
| ☐ | 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
| 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 6, 2024, at the 2024 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following three items:
1. Election of eight 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; and
3. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for 2024.
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 | 40,305,651 | 606,762 | 58,457 | 2,149,849 |
| Anthony J. Guzzi | 39,290,671 | 1,610,468 | 69,731 | 2,149,849 |
| Ronald L. Johnson | 39,575,095 | 1,281,102 | 114,673 | 2,149,849 |
| Carol P. Lowe | 40,687,424 | 225,430 | 58,016 | 2,149,849 |
| M. Kevin McEvoy | 39,083,822 | 1,828,261 | 58,787 | 2,149,849 |
| William P. Reid | 40,578,970 | 333,674 | 58,226 | 2,149,849 |
| Steven B. Schwarzwaelder | 40,386,986 | 469,893 | 113,991 | 2,149,849 |
| Robin Walker-Lee | 37,725,604 | 3,187,740 | 57,526 | 2,149,849 |
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 | 37,347,073 |
|---|---|
| Shares Against | 3,559,679 |
| Shares Abstaining | 64,118 |
| Broker Non-Votes | 2,149,849 |
Proposal 3. The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2024 was approved based upon the following votes:
| Shares For | 42,075,077 |
|---|---|
| Shares Against | 989,058 |
| Shares Abstaining | 56,584 |
| There were no broker non-votes on this item. |
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.
| EMCOR Group, Inc. | ||
|---|---|---|
| Date: June 10, 2024 | By: | /s/ ANTHONY J. GUZZI |
| Name: | Anthony J. Guzzi | |
| Title: | Chairman, President, and | |
| Chief Executive Officer |