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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name of each exchange on which registered
iCommon Stock
iEME
iNew
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 (§230.405 of this chapter).
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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.
(b) On June 11, 2020, David A. B. Brown retired as a director of EMCOR Group, Inc. (the “Company”) pursuant to the Company’s Director Retirement Policy.
(e) Amended & Restated 2010 Incentive Plan
On June 11, 2020, at the 2020 Annual Meeting of Stockholders of the Company, the stockholders of the Company approved
an amendment and restatement of the Company’s 2010 Incentive Plan (such amendment and restatement, the “Amended Plan”), which was previously adopted by the Board of Directors of the Company.
The Amended Plan extends the initial ten (10) year term of the 2010 Incentive Plan by an additional five (5) years, until June 11, 2025. In addition, the Amended Plan (i) adds a limit of $425,000 on the total amount of compensation that could be payable to a non-employee Company director, whether in the form of cash or stock, during a calendar year, (ii) eliminates the ability under the Amended Plan, as of the effective date of the amendment, to grant new stock options or stock appreciation
rights to any participant until such time, if any, as the Amended Plan is subsequently amended to provide for the ability to make such grants, and (iii) makes certain technical changes to language regarding the deductibility of awards under Section 162(m) of the Internal Revenue Code of 1986, as amended, that is no longer applicable following the enactment of the Tax Cuts and Jobs Act of 2017.
The Amended Plan did not increase the number of shares available for grant under the 2010 Incentive Plan.
The Amended Plan is attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amended Plan attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2020, at the 2020 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following four items:
1. To elect nine 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 named executive officer compensation;
3. To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2020;
4. To approve the Amended Plan; and
5. To consider a stockholder 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
47,244,017
1,632,485
55,870
1,293,299
Anthony J. Guzzi
46,648,320
2,022,975
261,077
1,293,299
Richard F. Hamm, Jr.
46,512,756
2,363,726
55,890
1,293,299
David H.
Laidley
47,772,529
1,103,971
55,872
1,293,299
Carol P. Lowe
48,553,193
324,495
54,684
1,293,299
M. Kevin McEvoy
47,831,541
1,045,234
55,597
1,293,299
William P. Reid
47,995,169
877,913
59,290
1,293,299
Steven
B. Schwarzwaelder
47,830,276
1,046,588
55,508
1,293,299
Robin Walker-Lee
48,073,365
803,932
55,075
1,293,299
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
44,085,238
Shares Against
4,325,344
Shares
Abstaining
521,790
Broker Non-Votes
1,293,299
Proposal 3. The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2020 was approved based upon the following votes:
Shares
For
46,600,977
Shares Against
565,136
Shares Abstaining
59,558
There were no broker non-votes on this item.
Proposal 4. The proposal for stockholders to approve the
Amended & Restated 2010 Incentive Plan was approved based upon the following votes:
Shares For
47,200,025
Shares Against
1,664,344
Shares Abstaining
68,003
Broker
Non-Votes
1,293,299
Proposal 5. The proposal for stockholders to consider a proposal requiring the Board of Directors of the Company to take steps to permit stockholder actions to be taken by written consent in lieu of a meeting of the stockholders was not approved, based on the following votes:
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.
