EMCOR Group, Inc. (NYSE:EME) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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EMCOR Group, Inc. (NYSE:EME) Files An 8-K Amendments to Articles of Incorporation 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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit 3.2 Amendment to Amended and Restated By-Laws.


About EMCOR Group, Inc. (NYSE:EME)

EMCOR Group, Inc. is an electrical and mechanical construction, and facilities services firm in the United States. The Company provides a number of building services and industrial services. The Company’s segments are United States electrical construction and facilities services; United States mechanical construction and facilities services; United States building services; United States industrial services, and United Kingdom building services. Its services are provided to a range of commercial, industrial, utility and institutional customers through approximately 70 operating subsidiaries and joint venture entities. It specializes in providing construction services relating to electrical and mechanical systems in all types of non-residential and certain residential facilities, and in providing various services relating to the operation, maintenance and management of facilities, including refineries and petrochemical plants. It operates various electrical and mechanical systems.

EMCOR Group, Inc. (NYSE:EME) Recent Trading Information

EMCOR Group, Inc. (NYSE:EME) closed its last trading session up +1.45 at 73.01 with 433,775 shares trading hands.