UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 6, 2006
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EMCOR Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8267 11-2125338
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(Commission File Number) (I.R.S. Employer Identification No.)
301 Merritt Seven, Norwalk, CT 06851
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(Address of Principal Executive Offices) (Zip Code)
(203) 849-7800
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
- Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
- Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
- Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On March 6, 2006, the Compensation and Personnel Committee of the Board of
Directors of the Company (the "Compensation Committee") established the
aggregate earnings per share objective (the "EPSO") for the performance cycle
consisting of the 2006 and 2007 fiscal years and the performance cycle
consisting of the 2006, 2007 and 2008 fiscal years under the Company's Long Term
Incentive Plan (previously filed with the Securities and Exchange Commission on
December 16, 2005 pursuant to a Form 8-K) (the "LTIP") in which each of Messrs.
Frank T. MacInnis, Chief Executive Officer and Chairman of the Board, Tony J.
Guzzi, President and Chief Operating Officer, Sheldon I. Cammaker, Executive
Vice President and General Counsel, Leicle E. Chesser, Executive Vice President
and Chief Financial Officer, R. Kevin Matz, Senior Vice President - Shared
Services and Mark A. Pompa, Senior Vice President - Chief Accounting Officer and
Treasurer participate. Under the LTIP, among other things, bonuses are to be
paid to each such executive officer based upon the Company's achievement of the
applicable EPSO for the two-year performance cycle consisting of 2006 and 2007
(the "Two-Year Performance Cycle") and for the three-year performance cycle
consisting of 2006, 2007 and 2008 (the "Three-Year Performance Cycle"). If at
least 50% of the EPSO is achieved for a performance cycle, the executive officer
is entitled to receive a percentage of his target bonus, which target bonus is
based on a predetermined percentage of his annual base salary (the "Target
Bonus") as of the last day of the calendar year immediately preceding the
commencement of the applicable performance cycle. The percentage of the Target
Bonus payable in respect of a performance cycle is 50% if the actual earnings
per share of the Company (the "Actual EPS")for the performance cycle is 50% of
the EPSO for the performance cycle, 100% of the Target Bonus if the Actual EPS
for the performance cycle is 100% of the EPSO for the performance cycle, and
200% of the Target Bonus if the Actual EPS for the performance cycle is 120% of
the EPSO for the performance cycle, with interpolation between such EPSO
attainment percentages. No bonus is payable in respect of a performance cycle if
the Actual EPS for such performance cycle is less than 50% of the EPSO for such
performance cycle. The bonus (if any) for the Two-Year Performance Cycle is
payable on March 15, 2008, and the bonus (if any) for the Three-Year Performance
Cycle is payable on March 15, 2009. No single bonus payable under the LTIP may
exceed $3,000,000. The Target Bonus with respect to each executive officer of
the Company is set forth in the LTIP, but may be adjusted at the discretion of
the Compensation Committee prior to the commencement of a performance cycle. The
Target Bonus for the Two-Year Performance Cycle and the Three-Year Performance
Cycle for each executive officer of the Company is as follows: Frank T. MacInnis
- 175%; Tony J. Guzzi - 150%; Sheldon I. Cammaker - 125%; Leicle E. Chesser -
125%; R. Kevin Matz - 125%; and Mark A. Pompa - 125%.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
EMCOR GROUP, INC.
Date: March 7, 2006 By: /S/ R. Kevin Matz
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Name: R. Kevin Matz
Title: Senior Vice President -
Shared Services