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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Jun 1, 2018 · 8y ago · Accession 0000105634-18-000108

Plain English

Material event — a significant development the company must disclose promptly.

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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 1, 2018 EMCOR Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-8267 11-2125338 (Commission File Number) (I.R.S. Employer Identification No.) 301 Merritt Seven, Norwalk, CT 06851-1092 (Address of Principal Executive Offices) (Zip Code) (203) 849-7800 (Registrant's Telephone Number, Including Area Code) N/A (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 (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))   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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.  (b) On June 1, 2018, Mr. Stephen W. Bershad retired as a director of EMCOR Group, Inc. (the "Company") pursuant to the Company's Director Retirement Policy. Mr. Bershad had also served as Chairman of the Board of Directors of the Company.     Item 5.07.     Submission of Matters to a Vote of Security Holders. On June 1, 2018 at the 2018 Annual Meeting of Stockholders of EMCOR Group, Inc. (the "Company"), the stockholders of the Company voted on the following four items: 1. To elect eleven directors to serve until the Company's next Annual Meeting of Stockholders and until their successors are duly elected and qualified. 2. To consider a non-binding advisory resolution approving executive compensation. 3. To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2018. 4. To consider a shareholder proposal regarding special shareholder meetings.   The results were as follows: Proposal 1.   The nominees for director were elected based upon the following votes:   Nominee   Shares For Shares Against   Abstentions Broker Non-Votes   John W. Altmeyer 49,488,904 1,856,031 10,731 2,193,204 David A.B. Brown 49,271,748 2,073,302 10,616 2,193,204 Anthony J. Guzzi 50,934,589 411,991 9,086 2,193,204 Richard F. Hamm, Jr. 47,300,503 4,044,430 10,733 2,193,204 David H. Laidley 50,344,640 1,000,296 10,730 2,193,204 Carol P. Lowe 51,041,941 303,304 10,421 2,193,204 M. Kevin McEvoy 50,116,267 1,228,783 10,616 2,193,204 William P. Reid 50,974,568 369,978 11,120 2,193,204 Jerry E. Ryan 49,904,260 1,441,036 10,370 2,193,204 Steven B. Schwarzwaelder 50,117,081 1,227,852 10,733 2,193,204 Michael T. Yonker 49,828,018 1,516,986 10,662 2,193,204 All of the Company's incumbent directors standing for election were re-elected. On May 31, 2018, the independent members of the Board of Directors elected Mr. Anthony J. Guzzi, our President and Chief Executive Officer, as Chairman of the Board of Directors of the Company, effective after and contingent upon his re-election as a director at the 2018 Annual Meeting of Stockholders. Following the Annual Meeting of Stockholders, the independent members of the Board of Directors elected Mr. M. Kevin McEvoy as the independent Lead Director of the Board of Directors of the Company. 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                                                        47,223,120 Shares Against                                               4,117,613 Shares Abstaining                                              14,933 Broker Non-Votes                                        2,193,204 Proposal 3.      The proposal for stockholders to ratify the appointment of Ernst & Young    LLP as the Company's independent auditors for 2018 was approved based upon the following votes: Shares For                                                        52,138,257 Shares Against                                              1,402,064 Shares Abstaining                                                8,549 There were no broker non-votes on this item. Proposal 4.      The proposal for stockholders to consider a proposal requiring the Board of Directors of the Company to take steps to permit holders in the aggregate of 10% of the Company's common stock to call special shareowner meetings was not approved, based upon the following votes: Shares For                                                        20,415,749 Shares Against                                           30,917,254 Shares Abstaining                                              22,663 Broker Non-Votes                                        2,193,204   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 1, 2018   By: /s/ Maxine L. Mauricio       Name: Maxine L. Mauricio Title: Senior Vice President, General Counsel and Secretary
Filing details
Ticker
EME
CIK
105634
Form type
8-K
Filing date
Jun 1, 2018
Report date
Jun 1, 2018
Document
a060118.htm
Size
50 KB