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): October 28, 2015
EMCOR Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-8267
11-2125338
(Commission File Number)
(I.R.S. Employer Identification No.)

301 Merritt Seven, Norwalk, CT
06851-1092
(Address of Principal Executive Offices)
(Zip Code)

(203) 849-7800
(Registrant's Telephone Number, Including Area Code)

N/A
(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.
 
(a) In connection with the election effective October 29, 2015 of Mr. Steven B. Schwarzwaelder to the Board of Directors (the “Board”) of EMCOR Group, Inc. (the “Company”), as set forth in Item 5.02 hereof, the Company and Mr. Schwarzwaelder entered into a Restricted Stock Unit Agreement dated as of October 29, 2015 providing for the award to him of 2,831 Restricted Stock Units (“RSUs”).  Under the terms of the Restricted Stock Unit Agreement, dated as of October 29, 2015, Mr. Schwarzwaelder will be entitled to receive 2,831 shares of the Company’s Common Stock in respect of the RSUs on October 29, 2016 subject to vesting provisions set forth in the Restricted Stock Unit Agreement.  A copy of the   Restricted Stock Unit Agreement is attached hereto as Exhibit 10.1, the terms of which are incorporated herein by reference thereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
 
(b)  On October 14, 2015 the Company reported that Mr. Frank T. MacInnis had announced his intention to retire from the Board, effective October 28, 2015, for personal reasons and not as a result of any disagreement with the Company or the Board.
 
(d) On October 29, 2015, the Board of the Company elected Mr. Steven B. Schwarzwaelder to fill the vacancy on the Board caused by the resignation of Mr. MacInnis.  The Board has not yet determined the committees of the Board to which Mr. Schwarzwaelder will be named.  Following his election, Mr. Schwarzwaelder was awarded, under the Company’s Director Award Program and in accordance with a Restricted Stock Unit Agreement dated as of October 29, 2015, 2,831 RSUs which are described in Item 1.01(a) hereof.  Mr. Schwarzwaelder will be compensated as a director in accordance with the Company’s compensation policy for non-employee directors.
 
A copy of the press release announcing the resignation of Mr. MacInnis from the Board and Mr. Schwarzwaelder’s election to the Board is attached as Exhibit 99.1.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 10.1 Restricted Stock Unit Agreement dated as of October 29, 2015 between the Company and Steven B. Schwarzwaelder
   
Exhibit 99.1 Press Release dated October 30, 2015

 

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: October 30, 2015
 
By:
/s/ Sheldon I. Cammaker
     
Name: Sheldon I. Cammaker
Title: Executive Vice President,
General Counsel, and
Secretary


 
Exhibit Index
   
Exhibit Number
Description
   
10.1 Restricted Stock Unit Agreement dated as of October 29, 2015 between the Company and Steven B. Schwarzwaelder
   
99.1 Press Release dated October 30, 2015





EXHIBIT 10.1

Restricted Stock Unit Award Agreement
Under the Director Award Program
EMCOR GROUP, INC.
301 Merritt Seven
Norwalk, Connecticut 06851-1092

Agreement made as of this 29th day of October, 2015, between EMCOR GROUP, INC., a Delaware corporation (the “Company”) and Steven B. Schwarzwaelder, (the “Participant”).
 
1.           Restricted Stock Unit Award.
 
The Participant is hereby awarded, pursuant to the Company’s 2010 Incentive Plan (the “Plan”) and the Director Award Program established under the Plan (the “Program”), and subject to their terms, a Restricted Stock Unit (“RSU”) award (the “Program Award”) as hereinafter described. The Program Award gives the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement, the Program and the Plan, (i) 2,831 Shares (the “Basic Shares”) and (ii) an additional whole number of Shares (rounded down to the nearest whole number) (the “Dividend Equivalent Shares”) equal in value (determined as hereinafter provided) to the dividends, if any, that would have been paid with respect to the Basic Shares had the Basic Shares been issued to the Participant on the date hereof.  For purposes of (ii), the number of Dividend Equivalent Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock.  For the avoidance of doubt, no Shares (including Dividend Equivalent Shares) shall be payable in respect of the Program Award if the Program Award is forfeited, and no Dividend Equivalent Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Participant or other person entitled to the Basic Shares becomes the record owner of such Shares for dividend record-date purposes.  Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Program and the Plan.
 
2.            Vesting .
 
This Program Award shall vest at the time that is immediately prior to the earliest to occur of the following:  (A) the first (1 st ) anniversary of the effective date of this Agreement; (B) the death of the Participant while serving on the Board; (C) the resignation of the Participant from the Board for reasons of permanent disability (as determined by the Committee).
 
Upon any termination of a Participant’s services with the Board, all RSUs then held by the Participant that have not previously vested (determined after taking into account the previous paragraph) shall be immediately forfeited.
 
3.            Delivery of Shares .
 
Subject to Section 4 below, the Company shall effect delivery of the Shares with respect to this Program Award to the Participant (or, in the event of the Participant’s death, to the person to whom the Program Award has passed by will or the laws of descent and distribution) on October 29, 2016.  No Shares will be issued pursuant to this Program Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Committee.
 
4.            Dividends; Other Rights .
 
The Program Award shall not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers Shares to the Participant.  The Participant is not entitled to vote any Shares by reason of the granting of this Program Award or to receive or be credited (other than as provided in Section 1 above) with any dividends declared and payable on any Share prior to the delivery of such Shares.
 
5.            Certain Tax Matters .
 
The Participant expressly acknowledges that because this Program Award consists of an unfunded and unsecured conditional promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Program Award. By accepting this Program Award, the Participant agrees to be responsible for all taxes (including any withholding taxes) to which he may be subject by reason of the vesting of or payment under the Program Award.
 
6.            Nontransferability .
 
Neither this Program Award nor any rights with respect thereto may be sold, assigned, transferred (other than by will or the laws of descent and distribution), pledged or otherwise encumbered, except as the Committee may otherwise determine.
 
7.            Effect on Right to Be Continued as a Director .
 
This Program Award shall not confer upon the Participant any right to be continued as a director of the Company or derogate from any right of the Company or its stockholders to decline to nominate the Participant for election as a director, to decline to elect Participant as a director, or, subject to the provisions of the bylaws of the Company and applicable law, to remove Participant as a director, with or without cause.
 
8.            Amendments .
 
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing.

9.            Governing Law .
 
This Agreement shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

The Company, by its duly authorized officer, and the Participant have executed this Agreement as of the date first set forth above.
 

   
EMCOR GROUP, INC.
       
       
       
 
 
By:
/s/ Anthony J. Guzzi
     
Name: Anthony J. Guzzi
Title: President and Chief Executive Officer




Agreed and Accepted:    
       
       
       
/s/ Steven B. Schwarzwaelder      
Steven B. Schwarzwaelder      






EXHIBIT 99.1
FOR:
 
EMCOR GROUP, INC.
   
CONTACT:
 
R. Kevin Matz
Executive Vice President
Shared Services
(203) 849-7938
     
   
FTI Consulting, Inc.
Investors: Michelle Bitman
(212) 850-5600
     
   
LAK Public Relations, Inc.
Media: Lisa Linden / Mollie Fullington
212-575-4545 / 917-346-6123

FRANK T. MACINNIS RETIRES FROM EMCOR GROUP, INC.
BOARD OF DIRECTORS
 
STEVEN B. SCHWARZWAELDER ELECTED TO THE BOARD OF DIRECTORS
 
 
 
NORWALK, CONNECTICUT, October 30, 2015 – EMCOR Group, Inc. (NYSE: EME) today announced that Frank T. MacInnis, a member of the Company’s board of directors and former Chief Executive Officer and Chairman of the Board, has retired. Mr. MacInnis previously served as Chairman of the Board from April 1994 to June 2013 and as Chief Executive Officer from April 1994 to January 2011.

Stephen W. Bershad, Chairman of the Board of EMCOR Group, stated: “We are grateful to Frank for his long service to our Company and our board.  The Company has benefited from his stewardship and his leadership over the last 21 years.”

The Company also announced the election of Steven B. Schwarzwaelder to its Board of Directors.

Mr. Schwarzwaelder, 60, retired from McKinsey & Company in 2007 as a Director after a career that spanned 27 years with the firm.  During his tenure with McKinsey, Mr. Schwarzwaelder was an elected member of McKinsey’s Shareholders Council from 2000 to 2006, and was a member of the Managing Director’s 5-person Advisory Committee, a member of the Director Review Committee, and the Chair of the External Candidate Election Committee.  During his last five years with McKinsey, Mr. Schwarzwaelder had oversight responsibility for McKinsey’s global functional practices.

Mr. Bershad commented: “We are pleased to welcome Steven Schwarzwaelder to EMCOR’s Board of Directors. Steven has spent a successful career advising industrial corporations in the areas of corporate and business strategy, operations, mergers and acquisitions, sales and marketing, and large-scale performance improvement programs.  This extensive and deep experience makes Steven an ideal addition to our Board and we look forward to leveraging his insights as we continue to grow EMCOR.”

Prior to joining McKinsey, Mr. Schwarzwaelder worked for Inland Steel in Chicago in both its sales and finance areas.  Since McKinsey, he has served as a senior advisor to two private equity firms: Texas Pacific Group (TPG) and Centerbridge Capital. From 2011 through March 2014, Mr. Schwarzwaelder also served on the Board of Directors of Dana Corporation.

Mr. Schwarzwaelder currently serves on the Board of Directors of two private companies: Cardinal Logistics Holdings and Nexeo Solutions.  He also serves as an executive advisor to Teletracking, a leading provider of operational systems to health care providers.

Mr. Schwarzwaelder received a liberal arts degree from Denison University and completed his MBA at the University of Chicago.

EMCOR Group, Inc. is a Fortune 500 leader in mechanical and electrical construction services, industrial and energy infrastructure and building services.  This press release and other press releases may be viewed at the Company’s Web site 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 2014 Form 10-K 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.

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