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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Jun 5, 2025 · 1y ago · Accession 0000105634-25-000036

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 5, 2025 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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; 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 First Amendment to the Amended & Restated 2010 Incentive Plan. 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
Filing details
Ticker
EME
CIK
105634
Form type
8-K
Filing date
Jun 5, 2025
Report date
Jun 5, 2025
Document
eme-20250605.htm
Size
185 KB