Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 11, 2020, Comfort Systems USA, Inc. (the "Company") announced that
Trent T. McKenna will transition from his current role as Senior Vice President
and Vice President - Region 4 to Chief Operating Officer within the Company,
effective January 1, 2021. There are no other changes to Mr. McKenna's
relationship with the Company. Mr. McKenna, age 47, currently serves as our
Senior Vice President and Vice President - Region 4. He previously served as the
Company's Senior Vice President, General Counsel and Secretary from August 2013
through December 2018, was our Vice President, General Counsel and Secretary
from May 2005 to August 2013, and was our Associate General Counsel from August
2004 to May 2005. From February 1999 to August 2004, Mr. McKenna was a
practicing attorney in the area of complex commercial litigation in the Houston,
Texas office of Akin Gump Strauss Hauer & Feld LLP, an international law firm.
Mr. McKenna earned a Bachelor of Arts degree in English from Brigham Young
University and his J.D. from Duke University School of Law.
Mr. McKenna will continue to be a beneficiary of the Company's Executive
Severance Policy and has a Change-in-Control Agreement that contains a
non-compete provision and also provides for a change-in-control payment equal to
one times Mr. McKenna's annual base salary plus the greater of his current bonus
or the average of the prior three years' bonuses (whichever is greater).
Effective January 1, 2021, Mr. McKenna's base salary will increase to $400,000
USD, and it is anticipated that his annual performance incentive will consist of
a performance component as well as a discretionary component with the total
award amounting to one hundred percent of his annual salary (assuming target
performance is achieved) and that his annual equity award will be one hundred
fifteen percent of his annual salary (assuming performance-vesting restricted
stock units vest at target level).
On December 11, 2020, the Company issued a press release announcing Mr.
McKenna's transition within the Company. A copy of the press release is
furnished herewith as Exhibit 99.1.
Item 8.01 Other Events
Attached and incorporated herein by reference as Exhibit 99.2 is a copy of a
press release of the Company dated December 11, 2020 announcing that the
Company's Board of Directors has approved an amendment to the Company's stock
repurchase program to increase the shares authorized and remaining as available
to purchase back up to 1,000,000 shares by authorizing the Company to acquire up
to 745,582 additional shares of its outstanding common stock. The Company's
existing stock repurchase program had previously authorized the repurchase of up
to 9,548,169 shares of the Company's outstanding common stock.
Through December 8, 2020, the Company repurchased 9,293,751 shares of the
Company's common stock at an aggregate price of $181,868,945. This extension of
the stock repurchase program will "top off" the plan and permit the Company to
repurchase up to an additional 1,000,000 shares of its currently outstanding
common stock beyond what had already been purchased as of December 8, 2020.
The share repurchases will be made from time to time at the Company's discretion
in the open market or privately negotiated transactions as permitted by
securities laws and other legal requirements, and subject to market conditions
and other factors. The Company expects that the share repurchases will be
financed with available cash. The Company's Board of Directors may modify,
suspend, extend or terminate the program at any time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release of Comfort Systems USA, Inc., dated December 11, 2020,
announcing Chief Operating Officer appointment.
99.2 Press Release of Comfort Systems USA, Inc., dated December 11, 2020,
announcing that the Company's Board of Directors has approved an amended stock
repurchase program.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document).
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