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, 2022:
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, 2022 to
July 31, 2022 23,978 99.66 23,978 $593,701,818
August 1, 2022 to
August 31, 2022 850,332 121.08 850,332 $490,746,485
September 1, 2022 to
September 30, 2022 863,130 116.95 863,130 $389,799,870
Total 1,737,440 118.73 1,737,440
(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 authorized for repurchases under such program. Since the inception of the repurchase program, the Board has authorized us to repurchase up to $2.15 billion of our outstanding common stock. As of September 30, 2022, there remained authorization for us to repurchase approximately $389.8 million of our shares. No shares have been repurchased by us since the program was announced other than pursuant to such program. Refer to Note 10 - Common Stock of the notes to consolidated financial statements for further information regarding our share repurchase program.
(2) Excludes 529 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 95.1 to this quarterly report.
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ITEM 6. EXHIBITS.
EXHIBIT INDEX
Exhibit
No. Description Incorporated By Reference to or
Filed Herewith, as Indicated Below
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) Second Amended and Restated By-Laws of EMCOR Exhibit 3.1 to EMCOR’s Report on Form 8-K (Date of Report October 25, 2022)
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
95.1 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, 2022, 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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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 27, 2022
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 Officer)
B Y :
/s/ JASON R. NALBANDIAN
Jason R. Nalbandian
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.