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) May 25, 2010
EMCOR Group, Inc.
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(Exact Name of Registrant as Specified in 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 06851-1060
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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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
On May 25, 2010, EMCOR Group, Inc. ("EMCOR" or the "Company") announced the
retirement as Chief Executive Officer of Frank T. MacInnis, the Company's
Chairman of the Board and Chief Executive Officer, effective as of close of
business January 3, 2011. Mr. MacInnis will continue to serve as Chairman of the
Company's Board of Directors and during the period January 4, 2011 through
December 31, 2011 will continue in the Company's employ in an advisory capacity.
Compensatory Arrangements
On May 25, 2010, the Company entered into a letter agreement (the "Agreement")
with Frank T. MacInnis in connection with his retirement as the Company's Chief
Executive Officer and his continued service as an advisor to the Company from
January 4, 2011 through December 31, 2011. The Agreement was approved by the
Board of Directors of the Company and provides, among other things, that Mr.
MacInnis will be paid an annual salary of $320,000 during this period of his
employment.
The description of the Agreement is qualified in its entirety by the Agreement,
a copy of which is filed as Exhibit 99.1 hereto.
Appointment of Chief Executive Officer
On May 25, 2010, the Company also announced that Anthony J. Guzzi, 46, President
of EMCOR, has been appointed as the Company's Chief Executive Officer effective
as of the close of business January 3, 2011. Mr. Guzzi will continue as
President of the Company and a member of its Board of Directors.
Mr. Guzzi has been the Company's President and Chief Operating Officer since
October 2004. From August 2001, until he joined the Company, he was President of
the North American Distribution and Aftermarket Division of Carrier Corporation,
a manufacturer and distributor of commercial and residential HVAC and
refrigeration systems and equipment and a provider of aftermarket services and
components of its own products and those of other manufacturers in both the HVAC
and refrigeration industry. Mr. Guzzi was elected to the Board on December 15,
2009. Mr. Guzzi is also a director of Hubbell International, Inc. Mr. Guzzi, who
has served as the Company President and Chief Operating Officer for more than
five years, has extensive knowledge of the Company's business and, as a senior
executive officer of Carrier Corporation, has extensive knowledge of the
mechanical services business which accounts for a significant portion of the
Company's revenues and profits.
The Company issued a press release on May 25, 2010 announcing Mr. MacInnis'
planned retirement and the election of Mr. Guzzi as his successor. A copy of the
press release is filed as Exhibit 99.2 to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
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Exhibit 10.1 Letter Agreement dated May 25, 2010 between
EMCOR Group, Inc. and Frank T. MacInnis.
Exhibit 99.1 Press Release of EMCOR Group, Inc. dated May
25, 2010 announcing "EMCOR's Chairman & CEO
Frank T. MacInnis Will Transition To
Non-Executive Chairman; Anthony J. Guzzi To
Be Named CEO".
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: May 25, 2010 By: /s/ Sheldon I. Cammaker
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Name: Sheldon I. Cammaker
Title: Executive Vice President,
General Counsel, and
Secretary
EXHIBIT INDEX
Exhibit Number Description
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10.1 Letter Agreement dated May 25, 2010 between EMCOR Group, Inc.
and Frank T. MacInnis
99.1 Press Release of EMCOR Group, Inc. dated May 25, 2010.
Exhibit 10.1
EMCOR GROUP, INC.
301 MERRITT SEVEN, 6TH FLOOR
NORWALK, CT 06851
May 25, 2010
Mr. Frank T. MacInnis
Chairman of the Board and
Chief Executive Officer
EMCOR Group, Inc.
301 Merritt Seven
Norwalk, CT 06851
Dear Frank:
As we discussed, you have decided to retire as Chief Executive Officer
("CEO") of EMCOR Group, Inc. (the "Company") effective as of the close of
business January 3, 2011 (the "Effective Date"). The Company wishes to continue
to retain your services as an employee of the Company acting as advisor
("Advisor") to the Company's President and new CEO. The purpose of this letter
is to confirm the agreement between you and the Company.
1. Your retirement as CEO of the Company will be effective January 3, 2011.
Your continued employment with the Company as Advisor shall commence on the
Effective Date and continue through December 31, 2011 at which time your
employment with the Company will terminate (the "Termination Date").
2. (a) As Advisor to the President and CEO of the Company, you shall advise
the CEO on such matters as he shall, from time to time, request.
Subject to the terms and conditions hereof, you agree to be employed
in such capacity and devote your time and efforts to the performance
of the duties and responsibilities in connection therewith from one or
more office locations of your choice. You also agree to continue
serving as Chairman of the Board if elected to the Board and appointed
as Chairman.
(b) Except upon the prior written consent of the Board, you will not
during the period you are employed as Advisor (i) accept any other
employment or (ii) engage, directly or indirectly, in any other
business activity (whether or not pursued for pecuniary advantage).
Nothing in this agreement shall preclude you from (i) engaging,
consistent with your duties and responsibilities hereunder, in
charitable and/or community affairs, (ii) managing your personal
investments, (iii) continuing to serve on the boards of directors on
which you presently serve (to the extent such service is not precluded
by federal or state law or by conflict of interest by reason of your
position with the Company), or (iv) serving, subject to approval of
the Board, as a member of the board of directors of other companies,
provided that such activities do not interfere with the performance of
your duties hereunder. Notwithstanding the foregoing and the
provisions of Section 5 hereof, it is expressly acknowledged that your
existing ownership in, and service as a director and/or officer of,
ComNet Communications, Inc. ("ComNet") have been disclosed to the
Company and that your continuing ownership thereof and, consistent
with past practice, reasonable activities associated therewith,
including without limitation, continuing as a director and/or officer
thereof shall be permitted under the terms of this agreement and shall
not constitute a breach hereof.
(c) You acknowledge that your employment as Advisor by the Company is at
will and either you or the Company may terminate your employment prior
to the Termination Date with immediate effect upon notice to the other
party.
3. (a) Your salary for serving as Advisor shall be $320,000 per annum payable
in accordance with the Company's normal payroll practices, and you
shall continue to be entitled to participate in the Company's health
and welfare benefit and 401(k) plans generally available to employees
of the Company in accordance with and subject to their terms. You
shall continue to be entitled to reasonable periods of vacation
consistent with past practice. Between the Effective Date and
termination of your employment, you shall not be entitled to any
perquisites that you currently enjoy as a senior executive officer of
the Company.
(b) As an employee-director of the Company, you shall not be entitled to
receive any compensation or other fees in respect of 2011 for serving
as a director of the Company, including serving as Chairman of the
Board. Following termination of your employment and so long as you
thereafter serve as a member of the Board, you shall be entitled to
the same compensation awarded to each other non-employee member of the
Board for service as a director in addition to compensation awarded to
you, if any, for serving as Chairman of the Board.
4. (a) Except as hereafter provided, all rights granted to you under your
stock option agreements in effect as of the Effective Date, including
the vesting and exercisability periods of such awards, shall continue
in accordance with the terms thereof during the term of your continued
employment. Notwithstanding anything to the contrary in your stock
option agreements or in the immediately preceding sentence, if after
the Effective Date your employment is terminated by the Company
without Cause (as that term is defined in your stock option
agreements) or by you for Good Reason (as that term is defined in your
stock option agreements) in no event may you exercise your stock
options after March 30, 2012; provided that the foregoing shall not
apply to your stock options granted pursuant to agreement dated
December 14, 2001 inasmuch as such stock options are by their terms
exercisable through December 13, 2011 regardless of whether or not you
are an employee of the Company or the reason you cease to be an
employee.
(b) Assuming that you continue in the Company's employ through the
Effective Date in your present position and on current terms of
employment, you will vest on January 2, 2011 in your stock units
granted in 2008, including those granted under the Company's Long Term
Incentive Plan ("LTIP"), and the underlying shares will be paid to you
in accordance with the terms of the LTIP. Except for earlier vesting
in the case of your death, you will vest on the Termination Date in
your stock units granted under the LTIP in January 2009 and January
2010 and the underlying shares will be paid six months following the
Termination Date.
(c) Assuming you continue in the Company's employ through the Effective
Date in your present position and on the current terms of employment,
notwithstanding anything in the LTIP to the contrary, if, in
accordance with the terms of the LTIP, you shall be entitled to any
payment in respect of cash awards for the measurement periods 2009 -
2011 and/or 2010 - 2012, you shall only be entitled to a payment in an
amount equal to (i) for the 2009 - 2011 measurement period, 66-2/3% of
the amount you would have been entitled to had you remained employed
through December 31, 2011 and (ii) for the 2010 - 2012 measurement
period, 33-1/3% of the amount you would have been entitled to had you
remained employed through December 31, 2012. For the avoidance of
doubt, if under the terms of the LTIP you would not have been entitled
to any payment in respect of a cash award for an aforementioned
measurement period had you continued in the Company's employ for such
entire measurement period, then you shall not be entitled to any
payment in respect thereof.
(d) By signing this letter, you acknowledge that your retirement from the
position of CEO on the Effective Date, your continued employment at
the Company in the role of Advisor from the Effective Date through the
Termination Date, and any associated changes to your duties,
responsibilities, compensation and benefits in accordance with this
agreement will not result in vesting as of the Effective Date of any
stock units or any other LTIP award and do not provide you with "Good
Reason" to terminate your employment for purposes of the LTIP, any
stock option award, or the Severance Agreement between you and the
Company dated as of April 25, 2005, as amended from time to time (the
"Severance Agreement").
5. As of December 31, 2010, (a) the Continuity Agreement between you and the
Company dated as of June 22, 1998, as amended from time to time, and (b)
the provisions of the Severance Agreement (other than Sections 6.01, 6.02,
6.03, and 6.05 thereof), as amended from time to time, shall terminate. As
of December 31, 2010 you shall no longer be entitled to additional awards
of stock units or potential cash awards under the LTIP.
6. The Board may or may not, in its sole discretion, nominate you for
reelection to the Board and/or appoint you as Chairman of the Board.
Failure to nominate you for reelection to the Board or failure to reappoint
you as Chairman of the Board at any time prior to the Termination Date
shall not constitute "Good Reason" for you to terminate your employment
with the Company for purposes of your stock units or any stock option
award.
7. So long as you shall serve as Advisor, you shall be entitled, at the
Company's expense, to administrative assistance. The Company shall
reimburse you, in accordance with Company policies, as amended from time to
time, for reasonable business expenses incurred by you in the performance
of your duties hereunder, including those as a member of the Board.
8. If any provision of this agreement shall be declared invalid or
unenforceable, in whole or in part, such invalidity or unenforceability
shall not affect the remaining provisions hereof, which shall remain in
full force and effect.
9. The terms of this agreement are intended by us to be the final expression
of our agreement with respect to your employment with us and your service
as a member of the Board, including as Chairman.
Please sign and return a copy of this letter to confirm your agreement with
the foregoing.
Very truly yours,
EMCOR Group, Inc.
By: /s/ Anthony J. Guzzi
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Name: Anthony J. Guzzi
Title: President
The foregoing is hereby confirmed and agreed to.
/s/ Frank T. MacInnis
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Name: Frank T. MacInnis
Exhibit 99.1
FOR: EMCOR GROUP, INC.
CONTACT: R. Kevin Matz
Executive Vice President
Shared Services
(203) 849-7938
FD
Investors: Eric Boyriven / Alexandra Tramont
(212) 850-5600
Linden Alschuler & Kaplan, Inc.
Media: Suzanne Dawson / Cecile Fradkin
212-575-4545
EMCOR GROUP ANNOUNCES CEO SUCCESSION PLAN
- CHAIRMAN & CEO FRANK T. MACINNIS WILL TRANSITION TO
NON-EXECUTIVE CHAIRMAN -
- ANTHONY J. GUZZI WILL BECOME CEO -
NORWALK, CONNECTICUT, May 25, 2010 - EMCOR Group, Inc. (NYSE: EME), a Fortune
500 leader in mechanical and electrical construction, energy infrastructure and
facilities services, today announced that its Chairman and Chief Executive
Officer, Frank T. MacInnis, age 63, will retire as Chief Executive Officer
effective January 3, 2011, after serving as such for over 16 years. It is
expected that Mr. MacInnis will continue to serve as non-executive Chairman of
EMCOR's Board of Directors.
Mr. Anthony J. Guzzi, age 46, current EMCOR President and Chief Operating
Officer, will succeed Mr. MacInnis as Chief Executive Officer. Mr. Guzzi was
elected to the Board of Directors in December 2009, will remain a director of
the Company, and will retain the title of President. As part of the Company's
succession planning process, Mr. Guzzi was identified as a potential successor
to Mr. MacInnis when he joined the Company in 2004 as President and Chief
Operating Officer.
Stephen W. Bershad, Chair of the Board's Compensation and Personnel Committee,
stated: "Frank MacInnis has done an outstanding job as EMCOR's Chairman and CEO,
leading the Company into a period of significant expansion and prosperity for
which we are deeply indebted to him. Under Frank's 16-year leadership, EMCOR has
grown from a group of specialty contracting subsidiary companies with revenues
in 1994 of $1.8 billion and shareholders equity of $81.1 million, to a Fortune
500 company, a global leader in mechanical and electrical construction, energy
infrastructure and facilities services, with 2009 revenues of over $5.5 billion,
net income of $161 million and current market capitalization of approximately
$1.6 billion. During Frank's stewardship EMCOR has been recognized by business
publications as among the 'World's Most Admired' and 'Best Managed Companies'.
Perhaps most importantly, Frank has built a management team capable of leading
the Company into the future."
Mr. Bershad continued, "Today's announcement ensures continued strong leadership
for EMCOR. Tony Guzzi is a proven leader in the industry, ideally suited to
succeed Frank as Chief Executive Officer and to guide EMCOR's growth in the
years to come. Tony has played a key leadership role in the Company's
transformation over the past five years. He has been instrumental in driving the
Company's successful effort to diversify its revenue and profit base, and to
enable it to prosper across economic cycles, as evidenced by the Company's
excellent performance in the recent recession. He has also played a critical
role in leading EMCOR's disciplined approach to project bidding, program
management and cost controls, all of which have enabled the Company to weather
the recent downturn in the market and be positioned to take advantage of the
eventual rebound."
Mr. MacInnis commented, "EMCOR Group is a rare example of a company that emerges
from reorganization and attains a leading position in its industry. I am pleased
that I was chosen to lead the reconstruction of our Company; proud of our
success in doing so; and grateful for the opportunity to continue my work as
Chairman of EMCOR. With growing evidence of improved economic conditions, I am
glad to be able to leave the industry's strongest balance sheet and the world's
largest and best-performing company of its kind in Tony Guzzi's capable hands,
and I look forward to working closely with him to ensure a smooth transition."
Mr. Guzzi stated, "I've learned a great deal from working closely with Frank for
nearly six years, and I'm honored and very excited to take on this opportunity
to lead EMCOR. EMCOR continues to benefit from our broad and diverse market
exposure, as the initiatives we have undertaken have positioned us to capitalize
on opportunities across our end markets. I look forward to leading the Company
in the coming years and continuing our strategy for growth and success."
Prior to joining EMCOR Group, Mr. Guzzi held a variety of senior leadership
positions at United Technologies Corporation (NYSE: UTX) and its subsidiary
Carrier Corporation from 1997 to October 2004. Prior to joining United
Technologies, Mr. Guzzi was an Engagement Manager at McKinsey & Company from
1993 to 1996.
From 1986 to 1991, he served in the U.S. Army as a Light Infantry Captain and is
Ranger qualified. Mr. Guzzi received a B.S. in Civil Engineering and Economics
from the United States Military Academy (West Point) in 1986. He received an
M.B.A. from Harvard Business School in 1993.
About EMCOR Group, Inc.
A Fortune 500 company with estimated 2010 revenues of $5.0 billion, EMCOR Group,
Inc. (NYSE: EME) is a global leader in mechanical and electrical construction,
energy infrastructure, and facilities services. A leading provider of critical
infrastructure systems, EMCOR gives life to new structures and sustains life in
existing ones by its planning, installing, operating, maintaining, and
protecting the sophisticated and dynamic systems that create facility
environments---such as electrical, mechanical, lighting, air conditioning,
heating, security, fire protection, and power generation systems---in virtually
every sector of the economy and for a diverse range of businesses, organizations
and government. EMCOR represents a rare combination of broad reach with local
execution, combining the strength of an industry leader with the knowledge and
care of 170 locations. The 26,000 skilled employees of EMCOR have made the
company, in the eyes of leading business publications, amongst the "World's Most
Admired" and "Best Managed". EMCOR's diversity---in terms of the services it
provides, the industries it serves and the geography it spans---has enabled it
to create a stable platform for sustained results. The Company's strong
financial position has enabled it to attract and retain among the best local and
regional talent, to undertake and complete the most ambitious projects, and to
redefine and shape the future of the construction and facilities services
industry. Additional information on EMCOR can be found at www.EMCORGroup.com.
This release may contain certain forward-looking statements within the
meaning of the Private Securities Reform Act of 1995. Any such comments are
based upon information available to EMCOR management and its perception thereof,
as of this date, and EMCOR assumes no obligation to update any such
forward-looking statements. These forward-looking statements may include
statements regarding market opportunities, market share growth, gross profit,
backlog mix, projects with varying profit margins, and selling, general and
administrative expenses. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Accordingly these statements are no guarantee of
future performance. Such risk and uncertainties include, but are not limited to,
adverse effects of general economic conditions, changes in the political
environment, changes in the specific markets for EMCOR's services, adverse
business conditions, availability of adequate levels of surety bonding,
increased competition, unfavorable labor productivity and mix of business.
Certain of the risks and factors associated with EMCOR's business are also
discussed in the Company's 2009 Form 10-K, its Form 10-Q for the first quarter
ended March 31, 2010, and in other reports filed from time to time with the
Securities and Exchange Commission. All these risks and factors should be taken
into account in evaluating any forward-looking statements.