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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 50 added, 69 removed, 131 unchanged (48% of the section changed)

CONTROLS AND PROCEDURES

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 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.

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

Guzzi, and our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Jason R.

Nalbandian, 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

21 unchanged sentences

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 2025 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, 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.

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.” The information required by this Item 10 with respect to insider trading policies and procedures is incorporated by reference to the section of the Proxy Statement entitled “Insider Trading Policies and Procedures.” 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

9 unchanged sentences

Total 292,780 $ — 599,493 (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.

28 unchanged sentences

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

Certificate of Amendment of Restated Certificate of Incorporation of EMCOR

E xhibit 3.1 to EMCOR ’ s Rep ort on F orm 8-K (Date of Report June 8, 2023)

3(a-6) Certificate of Amendment of Restated Certificate of Incorporation of EMCOR Exhibit 3.1 to EMCOR’s Report on Form 8-K (Date of Report June 8, 2023)

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)

Filed herewith

Description of Registrant’s Securities Exhibit 4(e) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”)

4(a) Seventh Amended and Restated Credit Agreement dated as of December 20, 2023 by and among EMCOR and certain subsidiaries and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof Exhibit 4(a) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”)

4(b) Description of Registrant’s Securities Exhibit 4(e) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”)

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

9 unchanged sentences

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 EMCOR's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 ("June 1998 Form 10-Q")

10(g-2) Amendment dated as of May 4, 1999 to Matz Continuity Agreement Exhibit 10(m) to EMCOR's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 ("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”)

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.

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

1 unchanged sentence

Filed Herewith, as Indicated Below

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”)

10(j) Amendment dated as of March 29, 2010 to Severance Agreement with Anthony 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.

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

Mauricio Exhibit 10(l-1) to EMCOR's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 ("September 2016 Form 10-Q")

10(k-2) Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L.

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.

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

Severance Agreement dated as of May 8, 2024 between EMCOR and Jason R.

Nalbandian E xhibit 10(a-1) to E MCOR ’ s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 ( “ June 2024 Fo rm 10-Q ” )

Continuity Agreement dated as of May 8, 2024 between EMCOR and Jason R.

Nalbandian E xhibit 10(a-2) to the Ju ne 2024 Form 10-Q

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”)

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

Seventh Amendment to LTIP Exhibit 10(l-9) to EMCOR's Annual Report on Form 10-K for the year ended December 31, 2021

Eighth Amendment to LTIP Exhibit 10(l-10) to 2023 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 10.1 to Form 8-K (Date of Report June 11, 2020)

Form of Non-LTIP Stock Unit Certificate Exhibit 10(p)(p) to the March 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”)

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

EXHIBIT INDEX

1 unchanged sentence

Filed Herewith, as Indicated Below

10(l-8) Sixth Amendment to LTIP Exhibit 10(l-8) to 2015 Form 10-K

10(l-9) Seventh Amendment to LTIP Exhibit 10(l-9) to EMCOR's Annual Report on Form 10-K for the year ended December 31, 2021

Eighth Amendment to LTIP

Filed herewith

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 EMCOR's Annual Report on Form 10-K for the year ended December 31, 2011

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.

EMCOR Group, Inc.

Voluntary Deferral Plan Exhibit 10(E)(E) to EMCOR's Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Form 10-K”)

10(u) First Amendment to EMCOR Group, Inc.

First Amendment to EMCOR Group, Inc.

Voluntary Deferral Plan Exhibit 10(e)(e) to EMCOR's Annual Report on Form 10-K for the year ended December 31, 2013

10(v) Form of Executive Restricted Stock Unit Agreement Exhibit 10(F)(F) to 2012 Form 10-K

Form of Executive Restricted Stock Unit Agreement Exhibit 10(F)(F) to 2012 Form 10-K

14 Code of Ethics of EMCOR for Chief Executive Officer and Senior Financial Officers Exhibit 14 to EMCOR's Annual Report on Form 10-K for the year ended December 31, 2003

19 Insider Trading Policies and Procedures

F iled herewith

21 List of Significant Subsidiaries Filed herewith

1 unchanged sentence

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

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 Jason R.

Nalbandian, the Senior Vice President, Chief Financial Officer and Chief Accounting 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

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

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 Senior Vice President, Chief Financial Officer and Chief Accounting Officer

95.1 Information concerning mine safety violations or other regulatory matters Filed herewith

97 Policy Relating to Recovery of Erroneously Awarded Compensation

F iled here with

EXHIBIT INDEX

Description Incorporated By Reference to or

Filed Herewith, as Indicated Below

97 Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97 to 2023 Form 10-K

101 The following materials from EMCOR Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

12 unchanged sentences

(Principal Executive Officer)

/S/ M ARK A .

Executive Vice President and Chief Financial Officer

Pompa (Principal Financial Officer)

/S/ J ASON R.

Senior Vice President and Chief Accounting Officer

Nalbandian (Principal Accounting Officer)

Senior Vice President, Chief Financial Officer

and Chief Accounting Officer

Nalbandian (Principal Financial and Accounting Officer)

/ S / J OHN W .

8 unchanged sentences

Robin Walker-Lee

/s/ R EBECCA A.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

4 unchanged sentences

Year Ended December 31, 2024 $ 22,502 17,303 ( 4,848 ) $ 34,957

$ 22,382 7,859 ( 7,739 ) $ 22,502

Year Ended December 31, 2023 $ 22,382 7,859 ( 7,739 ) $ 22,502

$ 23,534 5,166 ( 6,318 ) $ 22,382

Year Ended December 31, 2022 $ 23,534 5,166 ( 6,318 ) $ 22,382

_________________

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

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