8-K
filed June 9, 2023, 7:59 PM ET
ticker EME
CIK 0000105634
other material
confidence high
sentiment neutral
materiality 0.55
EMCOR shareholders approve charter amendments: board size, officer exculpation, exclusive forum
EMCOR Group, Inc.
- Shareholders approved three charter amendments: board size flexibility, officer exculpation, exclusive forum; effective June 8, 2023.
- All nine director nominees re-elected; votes for ranged from 41.3M to 42.7M of shares cast.
- Non-binding say-on-pay passed (40.0M for, 2.9M against); Board will hold annual advisory votes.
- Stockholder proposal for independent board chair rejected (9.3M for, 33.5M against).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EMCOR Group, Inc.: Amended Restated Certificate of Incorporation to provide for Board authority to determine number of directors, exculpation of certain officers, and exclusive forum for certain claims (effective 2023-06-08).
- Change
- charter amendment
- Effective
- 2023-06-08
Exact text from the filing
On June 8, 2023, the Company filed a Certificate of Amendment of Restated Certificate of Incorporation of EMCOR Group, Inc. (the "Amendment to Certificate of Incorporation") with the Secretary of State of the State of Delaware and the Amendment to Certificate of Incorporation became effective on June 8, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders voted on A non-binding advisory resolution on the frequency of the non-binding advisory vote on executive compensation at the 2023-06-08 meeting.
- Proposal
- say on pay frequency
- Meeting
- 2023-06-08
Exact text from the filing
The stockholders voted, on a non-binding advisory basis, on whether the non-binding advisory vote on the compensation of the Company’s named executive officers should occur every 1 year, every 2 years or every 3 years.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders approved An amendment to the Company's Restated Certificate of Incorporation to select an exclusive forum for certain claims at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to select an exclusive forum for certain claims was approved based upon the following votes:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders approved Election of nine directors to serve until the Company's next Annual Meeting of Stockholders and until their successors are duly elected and qualified at the 2023-06-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
All of the Company's incumbent directors standing for election were re-elected.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders approved An amendment to the Company's Restated Certificate of Incorporation regarding the size of the Board of Directors at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation regarding the size of the Board of Directors was approved based upon the following votes:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders rejected A stockholder proposal regarding an independent board chairperson at the 2023-06-08 meeting.
- Outcome
- failed
- Meeting
- 2023-06-08
Exact text from the filing
The proposal for stockholders to request that the Board of Directors of the Company adopt a policy and amend the Company’s governing documents to require that separate individuals serve as Chair of the Board of Directors and as the Company’s Chief Executive Officer was not approved, based upon the following votes:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders approved An amendment to the Company's Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
The proposal for stockholders to approve an amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation was approved based upon the following votes:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2023 at the 2023-06-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
The proposal for stockholders to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023 was approved based upon the following votes:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
EMCOR Group, Inc. shareholders approved A non-binding advisory resolution approving named executive officer compensation at the 2023-06-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
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:
View on SEC.gov
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