01—Abstract
Summary
Summary of the 10-K/A filed April 26, 2002. Cited figures are marked; the original filing is the authoritative source.
This filing is an amendment to EMCOR Group, Inc.'s 2001 Annual Report (Form 10-K).
It primarily details executive compensation, director information, and security ownership as of April 26, 2002, for the fiscal year ending December 31, 2001. The executive compensation section provides a detailed breakdown of salaries, bonuses, and long-term incentive awards for the top executives, including Chairman and CEO Frank T. MacInnis and President and COO Jeffrey M.
Levy. Key information for investors includes the employment agreements for named executive officers, which extend through 2004 and outline base salaries, bonus structures, and stock option grants. The report also details director compensation and the stock ownership of significant shareholders and company management.
It highlights related-party transactions, including brokerage services provided by a firm associated with director Albert Fried, Jr., and subcontractor work performed for a company owned by CEO Frank T. MacInnis.
02—Key points
Key Highlights
- Detailed executive compensation for the fiscal year 2001, including salaries, bonuses, and equity awards for the top five officers.
- Employment agreements for key executives (MacInnis and Levy) extend through 2004 with provisions for salary increases and annual bonuses, along with significant severance packages tied to change-of-control events.
- Named executive officers received substantial stock option grants in 2001, with significant unexercised options held at year-end, indicating a focus on long-term equity incentives.
- The report clarifies that all Section 16(a) filings by directors and executive officers were made in a timely manner during fiscal year 2001.
- Disclosure of two related-party transactions: brokerage commissions paid to Albert Fried & Company, LLC (managed by director Albert Fried, Jr.) and subcontractor work performed for ComNet, Inc. (owned by CEO Frank T. MacInnis), though the latter is being ceased.
- Information on beneficial ownership shows two major shareholders: Artisan Investment Corporation (5.5%) and FMR Corp. (5.1%), with management and directors collectively holding approximately 8.8% of outstanding shares.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 10-K/A filing?
This filing is an amendment to EMCOR Group, Inc.'s annual report for the fiscal year ended December 31, 2001. It specifically focuses on providing detailed information regarding Items 10 (Directors and Executive Officers), 11 (Executive Compensation), and 12 (Security Ownership of Certain Beneficial Owners and Management), as well as related transactions in Item 13.
What are the key components of executive compensation disclosed for 2001?
For the named executive officers, the filing details annual salary, bonuses (which include mandatory deferrals into stock units), other annual compensation (mostly reimbursements for tax payments on fringe benefits), and long-term compensation primarily in the form of stock awards and option grants. The report also outlines retirement plan contributions and specific benefits like automobile allowances and club memberships.
Are there any significant stock holdings by management or external parties?
Yes, the filing lists Artisan Investment Corporation and FMR Corp. as beneficial owners of more than 5% of the company's common stock. Additionally, it provides the beneficial ownership of the company's directors and executive officers, who collectively own approximately 8.8% of the outstanding shares. Notably, top executives like Frank T. MacInnis and Jeffrey M. Levy hold significant numbers of shares and exercisable options.
What related-party transactions are disclosed in this filing?
Two related-party transactions are disclosed: 1) The company paid $181,441 in brokerage commissions to Albert Fried & Company, LLC, a firm where director Albert Fried, Jr. is a principal owner and managing member. The commission rate was reported as substantially less than market rates. 2) EMCOR subsidiaries acted as subcontractors for ComNet, Inc., owned by CEO Frank T. MacInnis, with aggregate charges of approximately $176,000. The company and ComNet will cease engaging in business with each other.
04—Continue