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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 31, 2019 · 7y ago · Accession 0000105634-19-000114

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): May 30, 2019 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))   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  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 (§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 May 30, 2019, each of Mr. Jerry E. Ryan and Mr. Michael T. Yonker retired as a director of EMCOR Group, Inc. (the “Company”) pursuant to the Company’s Director Retirement Policy. Item 5.07.                            Submission of Matters to a Vote of Security Holders. On May 30, 2019 at the 2019 Annual Meeting of Stockholders of EMCOR Group, Inc. (the “Company”), the stockholders of the Company voted on the following four items: 1. To elect ten 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 2019. 4. To consider a shareholder proposal regarding action by written consent. 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 50,355,363 586,111 17,069 1,460,792 David A.B. Brown 49,230,267 1,711,158 17,118 1,460,792 Anthony J. Guzzi 49,234,740 1,590,052 133,751 1,460,792 Richard F. Hamm, Jr. 49,054,247 1,887,806 16,490 1,460,792 David H. Laidley 50,653,811 288,031 16,701 1,460,792 Carol P. Lowe 50,729,381 212,618 16,544 1,460,792 M. Kevin McEvoy 50,659,459 282,743 16,341 1,460,792 William P. Reid 50,448,929 488,587 21,027 1,460,792 Steven B. Schwarzwaelder 50,654,074 283,479 20,990 1,460,792 Robin Walker-Lee 50,798,188 144,377 15,978 1,460,792 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                                                        46,344,717 Shares Against                                              4,589,779 Shares Abstaining                                             24,047 Broker Non-Votes                                       1,460,792 Proposal 3.                            The proposal for stockholders to ratify the appointment of Ernst & Young    LLP as the Company’s independent auditors for 2019 was approved based upon the following votes: Shares For                                                       51,837,689 Shares Against                                                  560,700 Shares Abstaining                                             20,946 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 shareholder actions to be taken by written consent in lieu of a meeting of the shareholders was not approved, based on the following votes: Shares For                                                         23,204,254 Shares Against                                            27,520,572 Shares Abstaining                                           233,717 Broker Non-Votes                                        1,460,792 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: May 31, 2019   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
May 31, 2019
Report date
May 30, 2019
Document
a053019_8k.htm
Size
64 KB