EMCOR Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EME
Engineering & Construction
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
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 5, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on June 5, 2025, at the 2025 Annual Meeting of Stockholders of EMCOR Group, Inc. (the “Company”), the stockholders of the Company approved the First Amendment to the Amended & Restated 2010 Incentive Plan (such amendment, the “Plan Amendment”).
The Plan Amendment extends the term of the Amended & Restated 2010 Incentive Plan by an additional five (5) years, until June 5, 2030. The Plan Amendment did not increase the number of shares available for grant under the 2010 Incentive Plan.
The Plan Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2025, at the 2025 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following four proposals:
1. To elect nine directors identified in the proxy statement on Schedule 14A related to the 2025 Annual Meeting of Stockholders of the Company to serve until the 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 2025; and
4. To approve the First Amendment to the Amended & Restated 2010 Incentive Plan.
The final voting results for each proposal 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 | 37,107,004 | 1,247,521 | 31,946 | 2,017,059 | ||||||||||
| Amy E. Dahl | 38,318,995 | 37,285 | 30,191 | 2,017,059 | ||||||||||
| Anthony J. Guzzi | 35,847,891 | 2,495,336 | 43,244 | 2,017,059 | ||||||||||
| Ronald L. Johnson | 37,907,787 | 431,128 | 47,556 | 2,017,059 | ||||||||||
| Carol P. Lowe | 38,152,423 | 180,207 | 53,841 | 2,017,059 | ||||||||||
| M. Kevin McEvoy | 37,571,970 | 782,968 | 31,533 | 2,017,059 | ||||||||||
| William P. Reid | 38,128,032 | 226,776 | 31,663 | 2,017,059 | ||||||||||
| Steven B. Schwarzwaelder | 38,023,210 | 331,389 | 31,872 | 2,017,059 | ||||||||||
| Robin Walker-Lee | 37,676,203 | 680,088 | 30,180 | 2,017,059 | ||||||||||
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 | 34,723,973 | ||||||||||
| Shares Against | 3,611,573 | ||||||||||
| Shares Abstaining | 50,925 | ||||||||||
| Broker Non-Votes | 2,017,059 | ||||||||||
Proposal 3. The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2025 was approved based upon the following votes:
| Shares For | 38,002,573 | ||||||||||
| Shares Against | 2,373,158 | ||||||||||
| Shares Abstaining | 27,799 | ||||||||||
| There were no broker non-votes on this item. | |||||||||||
Proposal 4. The proposal for stockholders to approve the First Amendment to the Amended & Restated 2010 Incentive Plan was approved based upon the following votes:
| Shares For | 36,333,392 | ||||||||||
| Shares Against | 2,008,364 | ||||||||||
| Shares Abstaining | 44,715 | ||||||||||
| Broker Non-Votes | 2,017,059 | ||||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | |||||
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 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.
| EMCOR Group, Inc. | |||||||||||
| Date: June 5, 2025 | By: | /s/ ANTHONY J. GUZZI | |||||||||
| Name: | Anthony J. Guzzi | ||||||||||
| Title: | Chairman, President, and | ||||||||||
| Chief Executive Officer | |||||||||||