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) June 7, 2005
-------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
(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 8.01. Other Events.
In its proxy statement dated April 27, 2005 ("Proxy Statement"), EMCOR
Group, Inc. ("EMCOR") submitted to its stockholders a proposal to approve the
adoption by its Board of Directors of a 2005 Management Stock Incentive Plan
(the "Plan") that would authorize 600,000 shares of EMCOR common stock to be
available for issuance as awards under the Plan. The Plan would be administered
by the Compensation and Personnel Committee of EMCOR's Board of Directors, which
has discretion to specify the amount, terms and conditions of awards.
If stockholders approve adoption of the Plan as contained in the Proxy
Statement, the Compensation and Personnel Committee has determined to administer
the Plan so that not more than 450,000 shares are awarded under the Plan.
In Note I to its Consolidated Financial Statements contained in its Form
10-K for the year ended December 31, 2004, EMCOR provided certain information
concerning weighted average exercise prices and weighted average remaining lives
of options outstanding at December 31, 2004. As of April 20, 2005, the weighted
average remaining life of all options outstanding under stockholder approved
plans was 6.70 years, and the weighted average exercise price and weighted
average remaining life of all options outstanding under plans not approved by
stockholders were $35.43 and 6.42 years, respectively.
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 hereunto duly authorized.
EMCOR GROUP, INC.
Date: June 7,2005 By: /S/Sheldon I. Cammaker
---------------------------------------
Name: Sheldon I. Cammaker
Executive Vice President
and General Counsel