Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table summarizes repurchases of our common stock made by us during the quarter ended September 30, 2020:
Period Total Number of
Shares Purchased (1)(2) Average Price
Paid Per Share Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs Approximate Dollar Value
of Shares That May Yet be
Purchased Under
the Plans or Programs
July 1, 2020 to
July 31, 2020 — — — $259,458,907
August 1, 2020 to
August 31, 2020 — — — $259,458,907
September 1, 2020 to
September 30, 2020 — — — $259,458,907
Total — — —
(1) In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock. Subsequently, the Board has from time to time increased the amount of our common stock that we may repurchase under such program. Since the inception of the repurchase program, the Board has authorized us to repurchase up to $1.15 billion of our outstanding common stock. As of September 30, 2020, there remained authorization for us to repurchase approximately $259.5 million of our shares. No shares have been repurchased by us since the program was announced other than pursuant to such program. The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our credit agreement placing limitations on such repurchases.
(2) Excludes 387 shares surrendered to the Company by participants in our share-based compensation plans to satisfy minimum tax withholdings for common stock issued under such plans.
ITEM 4. MINE SAFETY DISCLOSURES.
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report.
ITEM 6. EXHIBITS.
For the list of exhibits, see the Exhibit Index immediately following the signature page hereof, which Exhibit Index is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 29, 2020
EMCOR GROUP, INC.
(Registrant)
B Y :
/s/ ANTHONY J. GUZZI
Anthony J. Guzzi
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
B Y :
/s/ MARK A. POMPA
Mark A. Pompa
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit
No. Description Incorporated By Reference to or
Filed Herewith, as Indicated Below
2(a) Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc. Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013)
3(a-1) Restated Certificate of Incorporation of EMCOR filed December 15, 1994 Exhibit 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form 10”)
3(a-2) Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR Exhibit 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form10-K”)
3(a-3) Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR Exhibit 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form 10-K”)
3(a-4) Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR Exhibit 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form 10-K”)
3(a-5) Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR Exhibit A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, 2007
3(b) Amended and Restated By-Laws and Amendments thereto Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”)
4(a) Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 by and among EMCOR and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof Exhibit 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (“March 2020 Form 10-Q”)
4(b) Sixth Amended and Restated Security Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent Exhibit 4(b) to the March 2020 Form 10-Q
4(c) Sixth Amended and Restated Pledge Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent Exhibit 4(c) to the March 2020 Form 10-Q
4(d) Fifth Amended and Restated Guaranty Agreement dated as of March 2, 2020 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent Exhibit 4(d) to the March 2020 Form 10-Q
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EXHIBIT INDEX
Exhibit
No. Description Incorporated By Reference to or
Filed Herewith, as Indicated Below
10(a) Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R. Kevin Matz and Mark A. Pompa Exhibit 10.1 to the April 2005 Form 8-K
10(b) Form of Amendment to Severance Agreement between EMCOR and each of R. Kevin Matz and Mark A. Pompa Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”)
10(c) Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”) Exhibit 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, 2004)
10(d) Form of Confidentiality Agreement between Anthony Guzzi and EMCOR Exhibit C to the Guzzi Letter Agreement
10(e) Form of Indemnification Agreement between EMCOR and each of its officers and directors Exhibit F to the Guzzi Letter Agreement
10(f-1) Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR Exhibit D to the Guzzi Letter Agreement
10(f-2) Amendment to Guzzi Severance Agreement Exhibit 10(g-2) to the March 2007 Form 10-Q
10(g-1) Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”) Exhibit 10(f) to the June 1998 Form 10-Q
10(g-2) Amendment dated as of May 4, 1999 to Matz Continuity Agreement Exhibit 10(m) to the June 1999 Form 10-Q
10(g-3) Amendment dated as of January 1, 2002 to Matz Continuity Agreement Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”)
10(g-4) Amendment dated as of March 1, 2007 to Matz Continuity Agreement Exhibit 10(n-4) to the March 2007 Form 10-Q
10(h-1) Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”) Exhibit 10(g) to the June 1998 Form 10-Q
10(h-2) Amendment dated as of May 4, 1999 to Pompa Continuity Agreement Exhibit 10(n) to the June 1999 Form 10-Q
10(h-3) Amendment dated as of January 1, 2002 to Pompa Continuity Agreement Exhibit 10(p-3) to the March 2002 Form 10-Q
10(h-4) Amendment dated as of March 1, 2007 to Pompa Continuity Agreement Exhibit 10(o-4) to the March 2007 Form 10-Q
10(i-1) Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”) Exhibit E to the Guzzi Letter Agreement
10(i-2) Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement Exhibit 10(p-2) to the March 2007 Form 10-Q
10(i-3) Amendment to Continuity Agreements and Severance Agreements with Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”)
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EXHIBIT INDEX
Exhibit
No. Description Incorporated By Reference to or
Filed Herewith, as Indicated Below
10(j) Amendment dated as of March 29, 2010 to Severance Agreement with Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”)
10(k-1) Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio Exhibit 10(l-1) to the September 2016 Form 10-Q
10(k-2) Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio (“Mauricio Continuity Agreement”) Exhibit 10(l-2) to the September 2016 Form 10-Q
10(k-3) Amendment dated April 10, 2017 to Mauricio Continuity Agreement Exhibit 10(l-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
10(l-1) EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”) Exhibit 10 to Form 8-K (Date of Report December 15, 2005)
10(l-2) First Amendment to LTIP and updated Schedule A to LTIP Exhibit 10(s-2) to 2008 Form 10-K
10(l-3) Second Amendment to LTIP Exhibit 10.2 to March 2010 Form 8-K
10(l-4) Third Amendment to LTIP Exhibit 10(q-4) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“March 2012 Form 10-Q”)
10(l-5) Fourth Amendment to LTIP Exhibit 10(l-5) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013
10(l-6) Form of Certificate Representing Stock Units issued under LTIP Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”)
10(l-7) Fifth Amendment to LTIP Exhibit 10(l-7) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”)
10(l-8) Sixth Amendment to LTIP Exhibit 10(l-8) to 2015 Form 10-K
10(m) Key Executive Incentive Bonus Plan, as amended and restated Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013
10(n) Amended and Restated 2010 Incentive Plan Exhibit 10.1 to Form 8-K (Date of Report June 11, 2020)
10(o) EMCOR Group, Inc. Employee Stock Purchase Plan Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008
10(p) Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011 Exhibit 10(n)(n) to 2011 Form 10-K
10(q) Form of Non-LTIP Stock Unit Certificate Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q
10(r) Form of Director Restricted Stock Unit Agreement Exhibit 10(k)(k) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (“June 2012 Form 10-Q”)
10(s) Director Award Program, as Amended and Restated December 16, 2014 Exhibit 10(z) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2014
10(t) EMCOR Group, Inc. Voluntary Deferral Plan Exhibit 10(e)(e) to 2012 Form 10-K
10(u) First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan Exhibit 10(e)(e) to 2013 Form 10-K
10(v) Form of Executive Restricted Stock Unit Agreement Exhibit 10(f)(f) to 2012 Form 10-K
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EXHIBIT INDEX
Exhibit
No. Description Incorporated By Reference to or
Filed Herewith, as Indicated Below
10(w) Executive Compensation Recoupment Policy Exhibit 10(h)(h) to 2015 Form 10-K
10(x) Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
11 Computation of Basic EPS and Diluted EPS for the three and nine months ended September 30, 2020 and 2019 Note 5 of the Notes to the Consolidated Financial Statements
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the Chairman, President and Chief Executive Officer Filed herewith
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President and Chief Financial Officer Filed herewith
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer Furnished
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer Furnished
95 Information concerning mine safety violations or other regulatory matters Filed herewith
101 The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements. Filed
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed
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