8-KMaterial AgreementsOther EventsExhibits & Filings

COMFORT SYSTEMS USA INC 8-K Report, Material Agreement (Nov 21, 2006)

Filed November 21, 2006For Securities:FIX

Summary

Comfort Systems USA, Inc. (FIX) filed an 8-K on November 21, 2006, reporting on two key corporate governance developments effective in early 2007. The first is an amendment to the company's non-employee director compensation policy, which will see increased annual retainers and meeting fees starting January 1, 2007. This includes higher retainers for committee chairs, particularly the audit committee chair, and a standard fee for attending board and committee meetings, with a lesser amount for telephonic participation. The second significant event is an amendment to the corporate governance standards regarding stock ownership requirements for directors, also effective November 16, 2006. New requirements mandate directors to own 10,000 shares within two years and 20,000 shares within four years of their election or the filing date. Additionally, the company announced the immediate conversion of all outstanding Restricted Voting Common Stock into Common Stock, removing voting restrictions and granting full voting rights, including the ability to vote for all board members, as stipulated by the company's Certificate of Incorporation.

Key Highlights

  • 1Effective January 1, 2007, non-employee directors will receive an annual retainer of $30,000.
  • 2Committee chairs will receive an additional $4,000 annual retainer, with the audit committee chair receiving an additional $10,000.
  • 3Meeting fees are set at $3,000 per Board meeting and $2,000 per committee meeting (unless on the same day as Board meetings), effective January 1, 2007.
  • 4Telephonic attendance at meetings will receive $1,000, with chairs receiving the full meeting fee.
  • 5Directors are now required to own a minimum of 10,000 shares within two years and 20,000 shares within four years of their election or November 16, 2006.
  • 6All outstanding Restricted Voting Common Stock was converted into Common Stock effective November 16, 2006.
  • 7The conversion of Restricted Voting Common Stock grants full voting rights, including the ability to vote for all directors.

Frequently Asked Questions

Starting January 1, 2007, non-employee directors will receive an annual retainer of $30,000. Committee chairs will get an additional $4,000, with the audit committee chair receiving an extra $10,000. Meeting fees will be $3,000 for Board meetings and $2,000 for committee meetings, with $1,000 for telephonic attendance (chairs receive full meeting fee for telephonic meetings).

Directors must now own at least 10,000 shares by the later of the second anniversary of November 16, 2006, or their own election date. They must also own at least 20,000 shares by the later of the fourth anniversary of November 16, 2006, or their own election date.

On November 16, 2006, the Board approved the conversion of all outstanding Restricted Voting Common Stock into regular Common Stock. This action grants the former holders of restricted stock full voting rights, including the ability to vote for all directors, which they did not have previously.

The new director compensation structure and meeting fees become effective on January 1, 2007. The stock ownership requirements and the conversion of restricted stock were effective November 16, 2006.