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EME > SEC Filings for EME > Form 8-K on 20-Dec-2016All Recent SEC Filings

Show all filings for EMCOR GROUP INC

Form 8-K for EMCOR GROUP INC


20-Dec-2016

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


Item 5.03. Amendment to Articles of Incorporation or By-Laws; Change in Fiscal
year.

On December 14, 2016, the Board of Directors (the "Board") of EMCOR Group, Inc. (the "Company") approved and adopted an amendment (the "Amendment") to the Company's Amended and Restated By-Laws (the "By-Laws"). The Board adopted the Amendment in response to the support at the Company's 2016 Annual Meeting of Stockholders of a nonbinding stockholder proposal advocating in favor of proxy access.

The Amendment amends Article II, Section 8 of the By-Laws to provide for a "proxy access" provision that contemplates including in the Company's proxy materials director candidates nominated by stockholders. This new provision permits an eligible stockholder, or an eligible group of up to 25 stockholders, owning at least three percent (3%) of the Company's outstanding shares of common stock continuously for at least three years, to nominate and include in the Company's annual meeting proxy materials director candidates not to exceed 25 percent (25%) of the number of directors then serving on the Board, or, if such amount is not a whole number, the closest whole number below 25 percent (25%), but not less than two. Such nominations are subject to certain eligibility, procedural, and disclosure requirements set forth in Article II, Section 8, including the requirement that the Company must receive notice of such nominations no earlier than 150 calendar days and no later than 120 calendar days prior to the anniversary date of the prior year's annual proxy materials mailing, except as otherwise provided in Section Article II, Section 8.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 3.2.

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