a060111_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 2011

EMCOR Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-8267
11-2125338
(Commission File Number)
(I.R.S. Employer Identification No.)

301 Merritt Seven, Norwalk, CT
06851-1092
(Address of Principal Executive Offices)
(Zip Code)

(203) 849-7800

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)


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))



 
 

 
 

Item 5.07.       Submission of Matters to a Vote of Security Holders.

On June 1, 2011 at our 2011 Annual Meeting of Stockholders, the stockholders of the Company voted on the following four items:

1.           To elect ten directors to serve until our next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2,           To consider a non-binding advisory resolution approving executive compensation.

3.           To consider a non-binding advisory vote on the frequency of future advisory votes on executive compensation.

4.           To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2011.

The results are as follows:
 
Proposal 1.
The nominees for director were elected based on the following votes:
 
 
Nominee
 
 
Shares For
 
 
Shares Withheld
 
Broker
Non-Votes
             
Stephen W. Bershad
 
54,881,532
 
4,791,588
 
2,235,835
David A.B. Brown
 
58,378,938
 
1,294,182
 
2,235,835
Larry J. Bump
 
57,735,381
 
1,937,739
 
2,235,835
Albert Fried, Jr.
 
54,642,616
 
5,030,504
 
2,235,835
Anthony J. Guzzi
 
58,653,990
 
1,019,130
 
2,235,835
Richard F. Hamm, Jr.
 
52,359,990
 
7,313,130
 
2,235,835
David H. Laidley
 
57,877,323
 
1,795,797
 
2,235,835
Frank T. MacInnis
 
55,923,059
 
3,750,061
 
2,235,835
Jerry E. Ryan
 
57,736,783
 
1,936,337
 
2,235,835
Michael T. Yonker
 
57,737,487
 
1,935,633
 
2,235,835

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
     
50,798,569
   
Shares Against
     
  5,727,890
   
Shares Abstaining
     
3,146,661
   
Broker Non-Votes
     
  2,235,835



 
 

 

Proposal 3.
The proposal for stockholders to vote, on a non-binding advisory basis, whether future advisory votes on the compensation of the Company’s named executive officers should occur every year, every two years or every three years, received the following votes:

   
Every Year
     
51,509,078
   
Every Two Years
     
  39,606
   
Every Three Years
     
4,989,645
   
Shares Abstaining
     
  3,134,790
   
Broker Non-Votes
     
2,235,835


Proposal 4.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2011 was approved based on the following votes:

   
Shares For
     
61,006,353
   
Shares Against
     
       887,383
   
Shares Abstaining
     
15,219
             
   
There were no broker non-votes on this item.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



   
EMCOR GROUP, INC.
       
       
       
Date:           June 2, 2011
 
By:
/s/ Sheldon I. Cammaker
     
Name:     Sheldon I. Cammaker
Title:       Executive Vice President,
General Counsel, and
Secretary