8-K

COMFORT SYSTEMS USA INC (FIX)

8-K 2020-05-22 For: 2020-05-19
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Added on April 03, 2026

UNITED STATESSECURITIES 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) May 19, 2020

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

Delaware 1-13011 76-0526487
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
675 Bering Drive, Suite 400
--- ---
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(713) 830-9600

(Former name or former address, if changed since last report.)

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:

¨ 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(s) Name of each exchange on which registered
Common Stock, $0.01 par value FIX 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 SecurityHolders.


On May 19, 2020, the Company held its 2020 Annual Meeting of Stockholders. Of the 36,518,900 shares of common stock outstanding and entitled to vote at the Annual Meeting, 34,351,792 shares were present in person (through virtual attendance) or by proxy, constituting a 94.07% quorum. The matters submitted to the stockholders of the Company at the Annual Meeting, and the results of the voting, were as follows:

Proposal No. 1.      Vote regarding the election of Darcy G. Anderson, Herman E. Bulls, Alan P. Krusi, Brian E. Lane, Pablo G. Mercado, Franklin Myers, William J. Sandbrook, James H. Schultz, Constance E. Skidmore, and Vance W. Tang as members of the Board of Directors:

Nominee Votes For Votes For as Percentage of <br><br>Votes Cast Votes Withheld
Darcy G. Anderson 32,210,326 97.54 % 814,004
Herman E. Bulls 32,158,057 97.38 % 866,273
Alan P. Krusi 32,554,982 98.58 % 469,348
Brian E. Lane 32,724,079 99.09 % 300,251
Pablo G. Mercado 32,454,541 98.27 % 569,789
Franklin Myers 32,144,712 97.34 % 879,618
William J. Sandbrook 32,932,624 99.72 % 91,706
James H. Schultz 31,896,363 96.58 % 1,127,967
Constance E. Skidmore 32,464,843 98.31 % 559,487
Vance W. Tang 32,367,458 98.01 % 656,872

There were 1,327,462 broker non-votes as to Proposal No. 1.

Proposal No. 2.      Vote regarding ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:

Votes For Votes For as a Percentage<br><br> of Votes Cast Votes Against Votes Abstain
33,984,135 99.04% 330,278 37,378

There were no broker non-votes as to Proposal No. 2.

Proposal No. 3.      Advisory vote regarding approval of the compensation paid by the Company to its named executive officers:

Votes For Votes For as a Percentage <br><br>of Votes Cast Votes Against Votes Abstain
32,427,804 98.48% 499,132 97,394

There were 1,327,462 broker non-votes as to Proposal No. 3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMFORT SYSTEMS USA, INC.
By: /s/ Laura F. Howell
Laura F. Howell, Vice President and
General Counsel
Date:    May 22, 2020