Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 11, 2020, David A. B. Brown retired as a director of EMCOR Group, Inc. (the "Company") pursuant to the Company's Director Retirement Policy.

(e) Amended & Restated 2010 Incentive Plan

On June 11, 2020, at the 2020 Annual Meeting of Stockholders of the Company, the stockholders of the Company approved an amendment and restatement of the Company's 2010 Incentive Plan (such amendment and restatement, the "Amended Plan"), which was previously adopted by the Board of Directors of the Company.



The Amended Plan extends the initial ten (10) year term of the 2010 Incentive
Plan by an additional five (5) years, until June 11, 2025. In addition, the
Amended Plan (i) adds a limit of $425,000 on the total amount of compensation
that could be payable to a non-employee Company director, whether in the form of
cash or stock, during a calendar year, (ii) eliminates the ability under the
Amended Plan, as of the effective date of the amendment, to grant new stock
options or stock appreciation rights to any participant until such time, if any,
as the Amended Plan is subsequently amended to provide for the ability to make
such grants, and (iii) makes certain technical changes to language regarding the
deductibility of awards under Section 162(m) of the Internal Revenue Code of
1986, as amended, that is no longer applicable following the enactment of the
Tax Cuts and Jobs Act of 2017.

The Amended Plan did not increase the number of shares available for grant under the 2010 Incentive Plan.



The Amended Plan is attached hereto as Exhibit 10.1 and is hereby incorporated
herein by reference. The foregoing description of the Amended Plan does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Amended Plan attached hereto as Exhibit 10.1.


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

On June 11, 2020, at the 2020 Annual Meeting of Stockholders of the Company, the stockholders of the Company voted on the following four items:

1. To elect nine directors to serve until the Company's next Annual Meeting of Stockholders and until their successors are duly elected and qualified;

2. To consider a non-binding advisory resolution approving named executive officer compensation;

3. To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for 2020;

4. To approve the Amended Plan; and

5. To consider a stockholder proposal regarding action by written consent.




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The results were as follows:



Proposal 1. The nominees for director were elected based upon the following
votes:

Nominee                                     Shares For            Shares Against           Abstentions            Broker Non-Votes

John W. Altmeyer                            47,244,017              1,632,485                 55,870                 1,293,299
Anthony J. Guzzi                            46,648,320              2,022,975                261,077                 1,293,299
Richard F. Hamm, Jr.                        46,512,756              2,363,726                 55,890                 1,293,299
David H. Laidley                            47,772,529              1,103,971                 55,872                 1,293,299
Carol P. Lowe                               48,553,193               324,495                  54,684                 1,293,299
M. Kevin McEvoy                             47,831,541              1,045,234                 55,597                 1,293,299
William P. Reid                             47,995,169               877,913                  59,290                 1,293,299
Steven B. Schwarzwaelder                    47,830,276              1,046,588                 55,508                 1,293,299
Robin Walker-Lee                            48,073,365               803,932                  55,075                 1,293,299


All of the Company's incumbent directors standing for election were re-elected.




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           44,085,238
   Shares Against       4,325,344
   Shares Abstaining    521,790
   Broker Non-Votes     1,293,299




Proposal 3. The proposal for stockholders to ratify the appointment of Ernst &
Young LLP as the Company's independent auditors for 2020 was approved based upon
the following votes:

   Shares For                                       46,600,977
   Shares Against                                   565,136
   Shares Abstaining                                59,558
   There were no broker non-votes on this item.



Proposal 4. The proposal for stockholders to approve the Amended & Restated 2010 Incentive Plan was approved based upon the following votes:



   Shares For           47,200,025
   Shares Against       1,664,344
   Shares Abstaining    68,003
   Broker Non-Votes     1,293,299






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Proposal 5. The proposal for stockholders to consider a proposal requiring the
Board of Directors of the Company to take steps to permit stockholder actions to
be taken by written consent in lieu of a meeting of the stockholders was not
approved, based on the following votes:

   Shares For           21,939,208
   Shares Against       26,767,754
   Shares Abstaining    225,410
   Broker Non-Votes     1,293,299

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Amended and Restated 2010 Incentive Plan Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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