Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of EMCOR Group, Inc. (the "Company"), the Company's stockholders, upon recommendation of the Company's Board of Directors (the "Board"), approved amendments to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for (a) Board authority to determine the number of directors comprising the Board; (b) exculpation of certain officers of the Company permitted by Delaware law; and (c) selection of an exclusive forum for certain claims. The Board had previously approved the amendment to the Certificate of Incorporation subject to stockholder approval. 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.
The foregoing summary description of the Amendment to Certificate of Incorporation does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment to Certificate of Incorporation, attached hereto as Exhibit 3.1, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 8, 2023, at the 2023 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following eight items:
1. Election of nine directors to serve until the Company’s next Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2. A non-binding advisory resolution approving named executive officer compensation;
3. A non-binding advisory resolution on the frequency of the non-binding advisory vote on executive compensation;
4. An amendment to the Company’s Restated Certificate of Incorporation regarding the size of the Board of Directors;
5. An amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation;
6. An amendment to the Company’s Restated Certificate of Incorporation to select an exclusive forum for certain claims;
7. Ratification of the appointment of Ernst & Young LLP as our independent auditors for 2023; and
8. A stockholder proposal regarding an independent board chairperson.
The results were as follows:
Proposal 1. The nominees for director were elected based upon the following votes:
| | | | | | | | | | | | | | |
Nominee | Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| | | | |
John W. Altmeyer | 42,117,288 | 832,149 | 37,391 | 928,819 |
Anthony J. Guzzi | 41,334,279 | 1,600,483 | 52,066 | 928,819 |
Ronald L. Johnson | 42,334,646 | 544,260 | 107,922 | 928,819 |
Carol P. Lowe | 42,569,850 | 380,857 | 36,121 | 928,819 |
M. Kevin McEvoy | 42,003,982 | 945,388 | 37,458 | 928,819 |
William P. Reid | 42,532,092 | 417,433 | 37,303 | 928,819 |
Steven B. Schwarzwaelder | 42,174,701 | 774,730 | 37,397 | 928,819 |
Robin Walker-Lee | 42,359,963 | 590,821 | 36,044 | 928,819 |
Rebecca Ann Weyenberg | 42,715,686 | 235,253 | 35,889 | 928,819 |
All of the Company’s incumbent directors standing for election were re-elected.
Proposal 2. 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:
| | | | | | | | | | | |
| Shares For | 39,994,302 | |
| Shares Against | 2,919,296 | |
| Shares Abstaining | 73,230 | |
| Broker Non-Votes | 928,819 | |
Proposal 3. 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. The results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares for Every 1 Year | | Shares for Every 2 Years | | Shares for Every 3 Years | | Shares Abstaining | | Broker Non-Votes | |
| 41,620,886 | | 32,200 | | 1,286,517 | | 47,225 | | 928,819 | |
In light of the voting results for this Proposal 3, the Company’s Board of Directors decided that the Company will include a stockholder advisory vote on the compensation of the Company’s named executive officers in its future proxy materials on an annual basis.
Proposal 4. 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:
| | | | | | | | | | | |
| Shares For | 39,679,141 | |
| Shares Against | 4,190,552 | |
| Shares Abstaining | 45,954 | |
| There were no broker non-votes on this item. | |
Proposal 5. 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:
| | | | | | | | | | | |
| Shares For | 37,306,419 | |
| Shares Against | 5,616,362 | |
| Shares Abstaining | 64,047 | |
| Broker Non-Votes | 928,819 | |
Proposal 6. 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:
| | | | | | | | | | | |
| Shares For | 37,627,991 | |
| Shares Against | 5,302,923 | |
| Shares Abstaining | 55,914 | |
| Broker Non-Votes | 928,819 | |
Proposal 7. 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:
| | | | | | | | | | | |
| Shares For | 42,759,269 | |
| Shares Against | 1,120,313 | |
| Shares Abstaining | 36,065 | |
| There were no broker non-votes on this item. | |
Proposal 8. 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:
| | | | | | | | | | | |
| Shares For | 9,313,245 | |
| Shares Against | 33,511,434 | |
| Shares Abstaining | 162,149 | |
| Broker Non-Votes | 928,819 | |