8-KCorporate ChangesExhibits & Filings

EMCOR Group, Inc. 8-K Report, Bylaw Amendment (Dec 20, 2016)

Filed December 20, 2016For Securities:EME

Summary

EMCOR Group, Inc. (EME) announced in an 8-K filing on December 20, 2016, a significant amendment to its Amended and Restated By-Laws. This change, approved by the Board of Directors on December 14, 2016, introduces a "proxy access" provision. This provision was adopted in direct response to stockholder support for a proposal at the 2016 Annual Meeting advocating for proxy access. The new by-law allows eligible stockholders, individually or as a group of up to 25, holding at least 3% of outstanding common stock continuously for three years, to nominate director candidates for inclusion in the company's proxy materials. This move is intended to provide shareholders with greater ability to influence board composition and is a notable governance change for the company.

Key Highlights

  • 1EMCOR Group's Board of Directors adopted an amendment to its By-Laws to implement a proxy access provision.
  • 2The proxy access provision was a direct result of stockholder support for a nonbinding proposal at the 2016 Annual Meeting.
  • 3Eligible stockholders (or groups up to 25) holding at least 3% of shares continuously for 3 years can nominate directors.
  • 4Nominated directors will be included in the company's proxy materials for annual meetings.
  • 5The number of proxy access nominees is capped at 25% of the board, or a minimum of two directors.
  • 6Specific eligibility, procedural, and disclosure requirements are outlined in the amended By-Laws.

Frequently Asked Questions

Proxy access is a by-law provision that allows eligible long-term stockholders to nominate director candidates and have those nominations included in the company's proxy statement for annual meetings. EMCOR implemented this in response to strong support from its stockholders for such a provision at the 2016 Annual Meeting, aiming to enhance shareholder engagement and director accountability.

To be eligible, a stockholder must own at least 3% of EMCOR's outstanding common stock continuously for at least three years. This can be an individual stockholder or a group of up to 25 stockholders acting together.

Stockholders can nominate director candidates representing up to 25% of the number of directors then serving on the Board. If this calculation doesn't result in a whole number, it's rounded down to the nearest whole number, but must be at least two directors.

Yes, EMCOR must receive notice of nominations between 150 and 120 calendar days prior to the anniversary date of the prior year's annual proxy material mailing, with some exceptions as detailed in the by-laws.