Security-Holder Rights · Bylaw Amendment

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 8, 2023 EMCOR Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-8267 11-2125338 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 301 Merritt Seven Norwalk, Connecticut 06851-1092 (Address of Principal Executive Offices) (Zip Code) (203) 849-7800 (Registrant’s Telephone Number, Including Area Code) 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 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 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 8, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of EMCOR Group, Inc. (the "Company"), the Company's stockholders, upon recommendation of the Company's Board of Directors (the "Board"), approved amendments to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for (a) Board authority to determine the number of directors comprising the Board; (b) exculpation of certain officers of the Company permitted by Delaware law; and (c) selection of an exclusive forum for certain claims. The Board had previously approved the amendment to the Certificate of Incorporation subject to stockholder approval. On June 8, 2023, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation of EMCOR Group, Inc. (the "Amendment to Certificate of Incorporation") with the Secretary of State of the State of Delaware and the Amendment to Certificate of Incorporation became effective on June 8, 2023. The foregoing summary description of the Amendment to Certificate of Incorporation does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment to Certificate of Incorporation, attached hereto as Exhibit 3.1, which is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. On June 8, 2023, at the 2023 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following eight items: 1.    Election of nine directors to serve until the Company’s next Annual Meeting of Stockholders and until their successors are duly elected and qualified; 2.    A non-binding advisory resolution approving named executive officer compensation; 3.    A non-binding advisory resolution on the frequency of the non-binding advisory vote on executive compensation; 4.    An amendment to the Company’s Restated Certificate of Incorporation regarding the size of the Board of Directors; 5.    An amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation; 6.    An amendment to the Company’s Restated Certificate of Incorporation to select an exclusive forum for certain claims; 7.    Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2023; and 8.    A stockholder proposal regarding an independent board chairperson. The results 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 42,117,288 832,149 37,391 928,819 Anthony J. Guzzi 41,334,279 1,600,483 52,066 928,819 Ronald L. Johnson 42,334,646 544,260 107,922 928,819 Carol P. Lowe 42,569,850 380,857 36,121 928,819 M. Kevin McEvoy 42,003,982 945,388 37,458 928,819 William P. Reid 42,532,092 417,433 37,303 928,819 Steven B. Schwarzwaelder 42,174,701 774,730 37,397 928,819 Robin Walker-Lee 42,359,963 590,821 36,044 928,819 Rebecca Ann Weyenberg 42,715,686 235,253 35,889 928,819 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 39,994,302 Shares Against 2,919,296 Shares Abstaining 73,230 Broker Non-Votes 928,819 Proposal 3. The stockholders voted, on a non-binding advisory basis, on whether the non-binding advisory vote on the compensation of the Company’s named executive officers should occur every 1 year, every 2 years or every 3 years. The results were as follows: Shares for Every 1 Year Shares for Every 2 Years Shares for Every 3 Years Shares Abstaining Broker Non-Votes 41,620,886 32,200 1,286,517 47,225 928,819 In light of the voting results for this Proposal 3, the Company’s Board of Directors decided that the Company will include a stockholder advisory vote on the compensation of the Company’s named executive officers in its future proxy materials on an annual basis. Proposal 4. The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation regarding the size of the Board of Directors was approved based upon the following votes: Shares For 39,679,141 Shares Against 4,190,552 Shares Abstaining 45,954 There were no broker non-votes on this item. Proposal 5. The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation was approved based upon the following votes: Shares For 37,306,419 Shares Against 5,616,362 Shares Abstaining 64,047 Broker Non-Votes 928,819 Proposal 6. The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to select an exclusive forum for certain claims was approved based upon the following votes: Shares For 37,627,991 Shares Against 5,302,923 Shares Abstaining 55,914 Broker Non-Votes 928,819 Proposal 7. The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023 was approved based upon the following votes: Shares For 42,759,269 Shares Against 1,120,313 Shares Abstaining 36,065 There were no broker non-votes on this item. Proposal 8. The proposal for stockholders to request that the Board of Directors of the Company adopt a policy and amend the Company’s governing documents to require that separate individuals serve as Chair of the Board of Directors and as the Company’s Chief Executive Officer was not approved, based upon the following votes: Shares For 9,313,245 Shares Against 33,511,434 Shares Abstaining 162,149 Broker Non-Votes 928,819 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment of Restated Certificate of Incorporation of EMCOR Group, Inc. 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 9, 2023 By: /s/ ANTHONY J. GUZZI     Name: Anthony J. Guzzi     Title: Chairman, President and       Chief Executive Officer