Comfort Systems USA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2025, the Company held its 2025 Annual Meeting of Stockholders. Of the 35,328,058 shares of common stock outstanding and entitled to vote at the Annual Meeting, 32,520,714 shares were present in person or by proxy, constituting a 92.05% 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, Rhoman J. Hardy, Gaurav Kapoor, Brian E. Lane, Pablo G. Mercado, Franklin Myers, William J. Sandbrook, Constance E. Skidmore, and Cindy L. Wallis-Lage as members of the Board of Directors:
| Nominee | Votes For | Votes For
as Percentage of Votes Cast | Votes Withheld | |||||||||
| Darcy G. Anderson | 30,006,259 | 98.28 | % | 523,907 | ||||||||
| Herman E. Bulls | 29,139,485 | 95.44 | % | 1,390,681 | ||||||||
| Rhoman J. Hardy | 29,897,155 | 97.93 | % | 633,011 | ||||||||
| Gaurav Kapoor | 28,234,274 | 92.48 | % | 2,295,892 | ||||||||
| Brian E. Lane | 30,256,438 | 99.10 | % | 273,728 | ||||||||
| Pablo G. Mercado | 30,424,407 | 99.65 | % | 105,759 | ||||||||
| Franklin Myers | 28,821,070 | 94.40 | % | 1,709,096 | ||||||||
| William J. Sandbrook | 29,271,553 | 95.88 | % | 1,258,613 | ||||||||
| Constance E. Skidmore | 29,928,438 | 98.03 | % | 601,728 | ||||||||
| Cindy L. Wallis-Lage | 27,536,868 | 90.20 | % | 2,993,298 | ||||||||
There were 1,990,548 broker non-votes as to Proposal No. 1.
Proposal No. 2. Vote regarding ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
| Votes For | Votes For as a Percentage of Votes Cast | Votes Against | Votes Abstain | |||||||||||
| 32,426,139 | 99.79% | 69,346 | 25,229 | |||||||||||
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 of Votes Cast | Votes Against | Votes Abstain | |||||||||||
| 28,976,346 | 95.03% | 1,515,034 | 38,786 | |||||||||||
There were 1,990,548 broker non-votes as to Proposal No. 3.
| ITEM 8.01 | Other Events. |
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of the Company dated May 22, 2025 announcing that the Company’s Board of Directors has approved an amendment to the Company’s stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 402,413 additional shares of its outstanding common stock. The Company’s existing stock repurchase program had previously authorized the repurchase of up to 11,355,551 shares of the Company’s outstanding common stock.
Through May 16, 2025, the Company repurchased 10,757,964 shares of the Company’s common stock at an aggregate price of $437,561,463 (exclusive of excise tax). This extension of the stock repurchase program will “top off” the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of May 16, 2025.
The share repurchases will be made from time to time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Company’s Board of Directors may modify, suspend, extend, or terminate the program at any time.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) The following Exhibits are included herein:
| Exhibit Number |
Exhibit Title or Description | |
| 99.1 | Press Release of Comfort Systems USA, Inc., dated May 22, 2025, announcing that the Company’s Board of Directors has approved an amended stock repurchase program. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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, Senior Vice President and General Counsel | ||
| Date: May 22, 2025 | ||