EMCOR Group Files 8-K/A Amendment

TL;DR

EMCOR filed an amendment to its 8-K regarding director and officer changes from Dec 2023.

AI Summary

EMCOR Group, Inc. filed an amendment (8-K/A) on May 9, 2024, related to events on December 13, 2023. The filing concerns the departure of directors, election of directors, appointment of officers, and compensatory arrangements for certain officers. Specific details regarding names, dollar amounts, and precise dates of these changes are not fully elaborated in the provided text snippet.

Why It Matters

This amendment provides updated information on the company's board and executive team, which can impact corporate governance and strategic direction.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and concerns routine corporate governance matters.

Key Players & Entities

• EMCOR Group, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• December 13, 2023 (date) — Earliest event reported
• May 9, 2024 (date) — Filing date

FAQ

Filing Documents

• eme-20231213.htm (8-K/A) — 38KB
• 0000105634-24-000017.txt ( ) — 162KB
• eme-20231213.xsd (EX-101.SCH) — 2KB
• eme-20231213_lab.xml (EX-101.LAB) — 21KB
• eme-20231213_pre.xml (EX-101.PRE) — 12KB
• eme-20231213_htm.xml (XML) — 3KB

From the Filing

eme-20231213 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2023 EMCOR Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-8267 11-2125338 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 301 Merritt Seven Norwalk, Connecticut 06851-1092 (Address of Principal Executive Offices) (Zip Code) (203) 849-7800 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock EME New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Explanatory Note This Amendment No. 1 to the Current Report on Form 8-K (the "Amended 8-K") amends Item 5.02(c) of the Current Report on Form 8-K filed on December 15, 2023 (the "Original Form 8-K") to disclose the subsequent entry by the new principal financial officer and principal accounting officer of EMCOR Group, Inc. (the "Company"), Jason R. Nalbandian, the Company's Senior Vice President, Chief Financial Officer and Chief Accounting Officer, into three contracts with the Company relating to Executive Officer's employment with and compensation by the Company, and to provide a brief description thereof. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 8, 2024, EMCOR Group, Inc. (the "Company") entered into a Continuity Agreement (the "Continuity Agreement") with Jason R. Nalbandian, the Company's Senior Vice President, Chief Financial Officer and Chief Accounting Officer ("Executive Officer"). The Continuity Agreement provides that, upon a Change of Control (as that term is defined in the Continuity Agreement) of the Company, Executive Officer's employment with the Company shall be continued for two years from such Change of Control, with at least the same titles and responsibilities and not less than the same base salary, in each case, as in effect immediately prior to the Change of Control. During such two-year period, Executive Officer shall be entitled to annual bonus payments that are no less than the greater of the aggregate bonuses paid or payable in respect of the year prior to the Change of Control and the average annual aggregate bonuses paid or payable in respect of the three years prior to the Change of Control (the "Bonus Payments"). In addition, during such two-year period, Executive Officer shall receive incentive compensation, pension, general insurance and fringe benefits and perquisites either commensurate with such incentive compensation and benefits provided immediately prior to the Change of Control or, if more favorable, those provided to similarly situated executive officers of the Company following the Change of Control. The Continuity Agreement further provides that, in the case of an Anticipatory Termination (as that term is defined in the Continuity Agreement) prior to a Change of Control or termination within the two years following the Change of Control by the Company without Cause (as that term is defined in the Severance Agreement) or if Executive Officer terminates his employment for Good Reason (as that term is defined in the Severance Agreement), Executive Officer shall receive a lump sum cash amount equal to three times (i) his base salary in effect at the Change of Control and (ii) the Bonus Payments. In addition, Executive Officer will be entitled to an additional lump sum cash payment equal to the sum of Executive Officer's annual salary through the date of termination, annual aggregate bonuses, for any calendar year ending bef

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View this 8-K/A filing on SEC EDGAR