8-KLeadership ChangesShareholder Matters

EMCOR Group, Inc. 8-K Report, Executive Changes (Jun 1, 2018)

Filed June 1, 2018For Securities:EME

Summary

This 8-K filing for EMCOR Group, Inc. (EME) on June 1, 2018, primarily details the outcomes of its 2018 Annual Meeting of Stockholders. The key events include the retirement of Stephen W. Bershad as a director and Chairman of the Board, and the subsequent election of Anthony J. Guzzi as the new Chairman. All incumbent directors standing for election were re-elected, indicating continued board confidence. Investors should note the strong approval for the ratification of Ernst & Young LLP as the independent auditor and the advisory approval of executive compensation. However, a shareholder proposal to lower the threshold for calling special meetings to 10% of common stock was not approved, suggesting that the current board structure and governance practices are favored by a majority of shareholders at this time.

Key Highlights

  • 1Stephen W. Bershad retired as a director and Chairman of the Board of EMCOR Group, Inc.
  • 2Anthony J. Guzzi, President and CEO, was elected as the new Chairman of the Board.
  • 3M. Kevin McEvoy was appointed as the independent Lead Director.
  • 4All eleven incumbent directors were re-elected at the Annual Meeting of Stockholders.
  • 5Stockholders approved, on a non-binding advisory basis, the executive compensation.
  • 6Ernst & Young LLP was ratified as the Company's independent auditor for 2018 with significant support.
  • 7A shareholder proposal to allow holders of 10% of common stock to call special meetings was not approved.

Frequently Asked Questions

Following the 2018 Annual Meeting of Stockholders, the independent members of the Board of Directors elected Anthony J. Guzzi, who is also the President and Chief Executive Officer, as the new Chairman of the Board.

The primary change reported is the retirement of director Stephen W. Bershad. All other incumbent directors standing for election were re-elected, meaning the board composition remained largely consistent.

Shareholders approved the executive compensation on a non-binding advisory basis with approximately 47.2 million shares voting for the proposal and 4.1 million shares voting against it.

The shareholder proposal to permit holders of 10% of the Company's common stock to call special meetings was not approved. Approximately 20.4 million shares voted for the proposal, while 30.9 million shares voted against it.