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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 128 added, 180 removed, 71 unchanged (81% of the section changed)

1 unchanged sentence

Based on an evaluation of our disclosure controls and procedures (as required by Rules 13a-15(b) of the Securities Exchange Act of 1934), our Chairman, President and Chief Executive Officer, Anthony J.

Guzzi, and our Executive Vice President, Chief Financial Officer and Treasurer, Mark A.

Guzzi, and our Executive Vice President and Chief Financial Officer, Mark A.

Pompa, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934).

Our internal control over financial reporting is a process designed with the participation of our principal executive officer and principal financial officer or persons performing similar functions to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

On November 1, 2019, EMCOR acquired Batchelor & Kimball, Inc.

Since EMCOR has not fully incorporated the internal controls and procedures of BKI into EMCOR’s internal control over financial reporting, management excluded this business from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2019, as permitted by applicable regulations.

EMCOR’s internal control procedures surrounding the valuation of goodwill and identifiable intangible assets related to this acquisition were, however, included in management’s assessment of the effectiveness of internal control over financial reporting.

Excluding goodwill and identifiable intangible assets recorded in connection with this acquisition, BKI accounted for $93.1 million, or less than 2%, of EMCOR’s total assets as of December 31, 2019.

Including goodwill and intangible assets recorded in connection with this acquisition, BKI accounted for $275.9 million, or less than 6%, of EMCOR’s total assets as of December 31, 2019.

BKI accounted for approximately $38.6 million, or less than 1%, of EMCOR’s total revenues for the year then ended.

As of December 31, 2020, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has determined that EMCOR’s internal control over financial reporting is effective as of December 31, 2019.

Based on this evaluation, management has determined that EMCOR’s internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report appearing in Item 8 of this Annual Report on Form 10-K, which such report expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2020.

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The information required by this Item 10 with respect to directors is incorporated herein by reference to the section of our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders entitled “Election of Directors,” which Proxy Statement is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year to which this Form 10-K relates (the “Proxy Statement”).

The information required by this Item 10 concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the section of the Proxy Statement entitled “Section 16(a) Beneficial Ownership Reporting Compliance.” The information required by this Item 10 concerning the Audit Committee of our Board of Directors and Audit Committee financial experts is incorporated by reference to the section of the Proxy Statement entitled “Meetings and Committees of the Board of Directors” and “Corporate Governance.” The information required by this Item 10 regarding stockholder recommendations for director candidates is incorporated by reference to the section of the Proxy Statement entitled “Recommendations for Director Candidates.” Information regarding our executive officers is contained in Part I of this Form 10-K following Item 4 under the heading “Executive Officers of the Registrant.” We have adopted a Code of Ethics that applies to our Chief Executive Officer and our Senior Financial Officers, which is listed on the Exhibit Index.

The information, if any, required by this Item 10 concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the section of the Proxy Statement entitled “Delinquent Section 16(a) Reports.” The information required by this Item 10 concerning the Audit Committee of our Board of Directors and Audit Committee financial experts is incorporated by reference to the section of the Proxy Statement entitled “Meetings and Committees of the Board of Directors” and “Corporate Governance.” The information required by this Item 10 regarding stockholder recommendations for director candidates is incorporated by reference to the section of the Proxy Statement entitled “Recommendations for Director Candidates.” Information regarding our executive officers is contained in Part I of this Form 10-K following Item 4 under the heading “Executive Officers of the Registrant.” We have adopted a Code of Ethics that applies to our Chief Executive Officer and our Senior Financial Officers, which is listed on the Exhibit Index.

EXECUTIVE COMPENSATION

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 (other than the information required by Section 201(d) of Regulation S-K, which is set forth in Part II, Item 5 of this Form 10-K) is incorporated herein by reference to the sections of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management.”

The information required by this Item 12 (other than the information required by Section 201(d) of Regulation S-K, which is set forth below) is incorporated herein by reference to the sections of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management.”

Securities Authorized for Issuance Under Equity Compensation Plans.

The following table summarizes, as of December 31, 2020, certain information regarding equity compensation plans that were approved by stockholders and equity compensation plans that were not approved by stockholders.

Equity Compensation Plan Information

Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A)

Equity Compensation Plans Approved by Security Holders 461,825 $ — 1,023,299 (1)

Equity Compensation Plans Not Approved by Security Holders — — —

Total 461,825 $ — 1,023,299 (1)

(1) Represents shares of our common stock available for future issuance under our 2010 Incentive Plan, which may be issued pursuant to the award of restricted stock, unrestricted stock and/or awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, our common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of EMCOR Group, Inc.

(a)(1) The following consolidated financial statements of EMCOR Group, Inc.

and Subsidiaries are filed as part of this report under Part II, Item 8.

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Reports of Independent Registered Public Accounting Firm

The following financial statement schedule is included in this Form 10-K report:

(a)(2) The following financial statement schedule is included in this Form 10-K report:

Schedule II - Valuation and Qualifying Accounts

All other schedules are omitted because they are not required, are inapplicable, or the information is otherwise shown in the consolidated financial statements or notes thereto.

For the list of exhibits, see the Exhibit Index immediately following the signature page hereof, which Exhibit Index is incorporated herein by reference.

(a)(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

(b) Exhibit Index

EXHIBIT INDEX

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 Form 10-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 Ma rch 3 1 , 20 20 (“ March 20 20 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 20 20 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 20 20 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 20 20 Form 10-Q

4(e) Description of Registrant’s Securities Filed herewith

EXHIBIT INDEX

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.

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”)

EXHIBIT INDEX

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.

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”)

EXHIBIT INDEX

Description Incorporated By Reference to or

Filed Herewith, as Indicated Below

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

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 years ended December 31, 2020 and 2019 Note 6 of the Notes to the Consolidated Financial Statements

14 Code of Ethics of EMCOR for Chief Executive Officer and Senior Financial Officers Exhibit 14 to 2003 Form 10-K

21 List of Significant Subsidiaries Filed herewith

23.1 Consent of Ernst & Young LLP Filed herewith

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 Annual Report on Form 10-K for the year ended December 31, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, upon request of the Securities and Exchange Commission, the Registrant hereby undertakes to furnish a copy of any unfiled instrument which defines the rights of holders of long-term debt of the Registrant’s subsidiaries.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) 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.

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/ S / M ARK A.

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

Executive Vice President and Chief Financial Officer

Pompa (Principal Financial and Accounting Officer)

/ S / J OHN W .

/ S / D AVID A.

/ S / R ICHARD F.

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(In thousands)

Description Balance at

Expenses Cumulative Effect Adjustment (1)

Deductions (2)

Allowance for doubtful accounts

Allowance for credit losses

Year Ended December 31, 2020 $ 14,466 3,269 3,150 ( 2,854 ) $ 18,031

2 unchanged sentences

_________________

(1) Represents the adjustment to our allowance for credit losses, which was recorded to retained earnings upon the adoption of Accounting Standards Codification Topic 326.

(2) Deductions primarily represent uncollectible balances of accounts receivable written off, net of recoveries.

EXHIBIT INDEX

Incorporated By Reference to or

Filed Herewith, as Indicated Below

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.

Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013)

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”)

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 Form 10-K”)

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”)

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”)

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

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”)

Fifth Amended and Restated Credit Agreement dated as of August 3, 2016 by and among EMCOR Group, Inc.

and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof (the “Credit Agreement”)

Exhibit 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (“September 2016 Form 10-Q”)

Fifth Amended and Restated Security Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S.

subsidiaries, and Bank of Montreal, as Agent

Exhibit 4(b) to the September 2016 Form 10-Q

Fifth Amended and Restated Pledge Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S.

subsidiaries, and Bank of Montreal, as Agent

Exhibit 4(c) to the September 2016 Form 10-Q

Fourth Amended and Restated Guaranty Agreement dated as of August 3, 2016 by certain of EMCOR’s U.S.

subsidiaries in favor of Bank of Montreal, as Agent

Exhibit 4(d) to the September 2016 Form 10-Q

EXHIBIT INDEX

Incorporated By Reference to or

Filed Herewith, as Indicated Below

Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R.

Kevin Matz and Mark A.

Exhibit 10.1 to the April 2005 Form 8-K

Form of Amendment to Severance Agreement between EMCOR and each of R.

Kevin Matz and Mark A.

Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”)

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)

Form of Confidentiality Agreement between Anthony Guzzi and EMCOR

Exhibit C to the Guzzi Letter Agreement

Form of Indemnification Agreement between EMCOR and each of its officers and directors

Exhibit F to the Guzzi Letter Agreement

Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR

Exhibit D to the Guzzi Letter Agreement

Amendment to Guzzi Severance Agreement

Exhibit 10(g-2) to the March 2007 Form 10-Q

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

Amendment dated as of May 4, 1999 to Matz Continuity Agreement

Exhibit 10(m) to the June 1999 Form 10-Q

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”)

Amendment dated as of March 1, 2007 to Matz Continuity Agreement

Exhibit 10(n-4) to the March 2007 Form 10-Q

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

Amendment dated as of May 4, 1999 to Pompa Continuity Agreement

Exhibit 10(n) to the June 1999 Form 10-Q

Amendment dated as of January 1, 2002 to Pompa Continuity Agreement

Exhibit 10(p-3) to the March 2002 Form 10-Q

Amendment dated as of March 1, 2007 to Pompa Continuity Agreement

Exhibit 10(o-4) to the March 2007 Form 10-Q

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

Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement

Exhibit 10(p-2) to the March 2007 Form 10-Q

Amendment to Continuity Agreements and Severance Agreements with Anthony J.

Kevin Matz and Mark A.

Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”)

EXHIBIT INDEX

Incorporated By Reference to or

Filed Herewith, as Indicated Below

Amendment dated as of March 29, 2010 to Severance Agreement with Anthony J.

Kevin Matz and Mark A.

Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”)

Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L.

Exhibit 10(l-1) to the September 2016 Form 10-Q

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

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

EMCOR Group, Inc.

Long-Term Incentive Plan (“LTIP”)

Exhibit 10 to Form 8-K (Date of Report December 15, 2005)

First Amendment to LTIP and updated Schedule A to LTIP

Exhibit 10(s-2) to 2008 Form 10-K

Second Amendment to LTIP

Exhibit 10.2 to March 2010 Form 8-K

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”)

Fourth Amendment to LTIP

Exhibit 10(l-5) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013

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”)

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”)

Sixth Amendment to LTIP

Exhibit 10(l-8) to 2015 Form 10-K

Key Executive Incentive Bonus Plan, as amended and restated

Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013

Amended and Restated 2010 Incentive Plan

Exhibit 10(q-1) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015

Form of Option Agreement under 2010 Incentive Plan between EMCOR and each non-employee director with respect to grant of options upon re-election at June 11, 2010 Annual Meeting of Stockholders

Exhibit 10(i)(i-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010

Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer

Exhibit 10(q)(q) to 2011 Form 10-K

EMCOR Group, Inc.

Employee Stock Purchase Plan

Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008

Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011

Exhibit 10(n)(n) to 2011 Form 10-K

Amendment to Option Agreements

Exhibit 10(r)(r) to 2011 Form 10-K

Form of Non-LTIP Stock Unit Certificate

Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q

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”)

EXHIBIT INDEX

Incorporated By Reference to or

Filed Herewith, as Indicated Below

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

EMCOR Group, Inc.

Voluntary Deferral Plan

Exhibit 10(e)(e) to 2012 Form 10-K

First Amendment to EMCOR Group, Inc.

Voluntary Deferral Plan

Exhibit 10(e)(e) to 2013 Form 10-K

Form of Executive Restricted Stock Unit Agreement

Exhibit 10(f)(f) to 2012 Form 10-K

Executive Compensation Recoupment Policy

Exhibit 10(h)(h) to 2015 Form 10-K

Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A.

Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017

Computation of Basic EPS and Diluted EPS for the years ended December 31, 2019 and 2018

Note 6 of the Notes to the Consolidated Financial Statements

Code of Ethics of EMCOR for Chief Executive Officer and Senior Financial Officers

Exhibit 14 to 2003 Form 10-K

List of Significant Subsidiaries

Filed herewith

Consent of Ernst & Young LLP

Filed herewith

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

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A.

Pompa, the Executive Vice President, Chief Financial Officer and Treasurer

Filed herewith

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President, Chief Financial Officer and Treasurer

Information concerning mine safety violations or other regulatory matters

Filed herewith

The following materials from EMCOR Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language):

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures