EME DEF 14A DEF-14A Report April 25, 2023 | Alphaminr
EMCOR Group, Inc.

EME DEF 14A Report ended April 25, 2023

EMCOR GROUP, INC.
10-Ks and 10-Qs
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Fiscal year ended Dec. 31, 2011
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Quarter ended Sept. 30, 2011
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Quarter ended March 31, 2011
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Fiscal year ended Dec. 31, 2010
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Quarter ended Sept. 30, 2010
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Fiscal year ended Dec. 31, 2009
PROXIES
DEF 14A
Filed on April 24, 2024
DEF 14A
Filed on April 25, 2023
DEF 14A
Filed on April 21, 2022
DEF 14A
Filed on April 27, 2021
DEF 14A
Filed on April 28, 2020
DEF 14A
Filed on April 18, 2019
DEF 14A
Filed on April 19, 2018
DEF 14A
Filed on April 19, 2017
DEF 14A
Filed on April 20, 2016
DEF 14A
Filed on April 29, 2015
DEF 14A
Filed on April 29, 2014
DEF 14A
Filed on April 29, 2013
DEF 14A
Filed on April 18, 2012
DEF 14A
Filed on April 21, 2011
DEF 14A
Filed on April 27, 2010
TABLE OF CONTENTS
If you do not specify instructions on your signed proxy when you submit it, the proxy holders will vote the shares represented by the proxy in accordance with the recommendations of our Board of Directors on each item of business identified on page 2. an annual award of a number of restricted stock units to senior executives, including the named executive officers. This is the retention component. This number of restricted stock units (in respect of which an equal number of shares of our Common Stock will be issued) generally vests in full on the third anniversary of the grant date of the restricted stock units. The named executive officer is to receive upon vesting a number of shares of our Common Stock equal in number to his/her annual grant of restricted stock units as well as additional shares of our Common Stock equal to the cash dividends, if any, that have been paid with respect to the Common Stock underlying the restricted stock units awarded. The named executive officer will receive these shares, including the aforementioned dividend equivalent shares, only if he/she continues to be employed by us through the third anniversary of the grant date, unless his/her employment is terminated by us without cause, by him/her for good reason, or by reason of his/her death or permanent disability or retirement at age 65 or older, in which case he/she would receive those shares following the occurrence of that event. The terms cause, good reason and permanent disability are described in the Section entitled Potential Post Employment Payments Long Term Incentive Plan commencing on page 46. Thus, a meaningful portion of the named executive officers total compensation is tied to our stock performance; and an award of a potential performance-based cash incentive award, which we refer to sometimes as the LTIP Cash Target Bonus, and which is the performance component. This component provides for the annual establishment of three-year measurement periods. The award year and the two ensuing years make up each measurement period. Each named executive officer may receive a performance-based cash incentive award, depending upon our actual aggregate earnings per share results for the three-year measurement period compared against a pre-established earnings per share objective for that measurement period. The Compensation Committee sets the earnings per share objectives. When we refer to earnings per share with respect to our LTIP, we mean earnings per share on a diluted basis. However, earnings per share with respect to three-year measurement periods are to be computed without giving effect to (a) non-cash charges associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) acquisition or investment or (ii) sale or disposition of Company assets or securities, (c) the effect of any changes in statutory tax rates from those in effect on the date that the earnings per share objective is established, (d) restructuring charges due to a sale or closure of a subsidiarys business, (e) the cumulative effect of any change in accounting principles, (f) charges associated with withdrawal liabilities relating to multi-employer pension plans and lump sum type surcharges (as opposed to increases in hourly contribution rates) assessed by multi-employer pension plans, to ameliorate an underfunding in their respective plans, (g) income or loss from discontinued operations, and (h) for three-year measurement periods commencing after January 1, 2022, costs and expenses related to COVID-19 diagnostic testing. The Compensation Committee may also, within the first 90 days of the commencement of a three-year measurement period, adjust any such periods earnings per share to omit the impact on such earnings per share of extraordinary items, gains or losses on the acquisition or disposal of a business, and/or unusual or infrequently occurring events and transactions. We use the three-year measurement period to extend a named executive officers focus over multiple-year periods. This is intended to help achieve positive sustained long-term financial results and to align the named executive officers interests with longer-term stockholder interests. If we achieve 100% of the earnings per share objective that the Compensation Committee has established for a measurement period, the named executive officer will receive 100% of his/her LTIP Cash Target Bonus. If we achieve 50% of the earnings per share objective for a measurement period, the named executive officer will receive 50% of his/her LTIP Cash Target Bonus. If we fail to achieve at least 50% of the pre-established earnings per share objective for a measurement period, no performance-based cash incentive award is payable in respect of that measurement period. If we achieve 120% or more of the pre-established earnings per share objective for a measurement period, the named executive officer will receive 200% of his/her LTIP Cash Target Bonus. For earnings per share falling between 50% and 100% of the earnings per share objective for the measurement period or between 100% and 120% of the earnings per share objective, the percentage of his/her LTIP Cash Target Bonus is interpolated from 50% to 100% of his/her LTIP Cash Target Bonus and from 100% to 200% of his/her LTIP Cash Target Bonus, respectively. The named executive officer would not be entitled to any performance-based cash incentive award for any measurement period in which his/her employment is terminated by us for cause or in which he/she leaves our employment without good reason. However, if, during a measurement period, his/her employment is terminated by us without cause, by him/her for good reason or by reason of his/her death, permanent disability or retirement at age 65 or older, he/she would, nevertheless, be entitled to a pro rata amount of the performance-based cash incentive award that he/she would have received had he/she been employed by the Company for that measurement period. The terms cause, good reason and permanent disability are defined under Potential Post Employment Payments Long Term Incentive Plan on page 47.