Form 8-K - Current report

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): December 13, 2023

EMCOR Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-8267

11-2125338

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


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


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

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

EME

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) - (c)

Chief Financial Officer

On December 13, 2023, the Board of Directors (the “Board”) of EMCOR Group, Inc. (the “Company”), as part of a planned realignment of responsibilities, appointed Jason R. Nalbandian, 36, as Senior Vice President and Chief Financial Officer, effective as of April 1, 2024. Mr. Nalbandian will succeed Mark A. Pompa, who has served as the Company’s Executive Vice President and Chief Financial Officer since 2006 and who will continue to serve in this role until the effectiveness of Mr. Nalbandian’s appointment. Mr. Pompa’s departure from the Company is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.

Mr. Nalbandian is currently the Company’s Senior Vice President and Chief Accounting Officer. Mr. Nalbandian will maintain his Chief Accounting Officer responsibilities. Mr. Nalbandian has served as the Company’s Chief Accounting Officer since January 2022. From February 2019 to January 2022, he served as Controller of the Company. Mr. Nalbandian served as Assistant Controller of the Company from January 2017 to February 2019. Mr. Nalbandian joined the Company in May 2014 as Director of Accounting and Analysis. Prior to joining EMCOR, he worked in the assurance practice of Ernst & Young LLP.

Executive Vice President-Shared Services

On December 15, 2023, the Company announced that as part of a planned realignment of responsibilities, R. Kevin Matz, the Company’s Executive Vice President-Shared Services, will step down and depart from the Company, effective as of April 1, 2024. Mr. Matz will continue to serve in such role until the effectiveness of his departure. Mr. Matz’s responsibilities will be reallocated among other members of the EMCOR leadership team.

Item 7.01 Regulation FD Disclosure.

On December 15, 2023, the Company issued a press release announcing the planned leadership transitions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information (including Exhibit 99.1) being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item. 9.01 Financial Statements and Exhibits.


(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated December 15, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: December 15, 2023	By:	/s/ ANTHONY J. GUZZI
		Anthony J. Guzzi
		Chairman, President and
		Chief Executive Officer


						EXHIBIT 99.1
FOR:						EMCOR GROUP, INC.
News Release
CONTACT:						Andrew G. Backman Vice President Investor Relations (203) 849-7938

						FTI Consulting, Inc. Investors: Blake Mueller (718) 578-3706


EMCOR GROUP, INC. ANNOUNCES PLANNED LEADERSHIP TRANSITIONS

- Mark A. Pompa to Step Down as Chief Financial Officer of the Company, Effective April 1, 2024 -
- Jason R. Nalbandian, Chief Accounting Officer, Appointed Chief Financial Officer, Effective April 1, 2024 -
- R. Kevin Matz to Step Down as Executive Vice President Shared Services, Effective April 1, 2024 -

NORWALK, CONNECTICUT, December 15, 2023 - EMCOR Group, Inc. (NYSE: EME) today announced that, as part of a planned realignment of responsibilities, Mark A. Pompa, Executive Vice President and Chief Financial Officer, and R. Kevin Matz, Executive Vice President Shared Services, will step down from their respective positions, effective April 1, 2024.

The Company also announced that Jason R. Nalbandian, EMCOR’s Chief Accounting Officer, will succeed Mr. Pompa as Senior Vice President and Chief Financial Officer and will maintain his current Chief Accounting Officer responsibilities. Mr. Matz’s responsibilities will be reallocated to other members of the EMCOR executive leadership team, including Andrew G. Backman, who recently joined the Company as Vice President of Investor Relations.

Tony Guzzi, Chairman, President, and Chief Executive Officer of EMCOR, commented, “On behalf of the Board and the entire management team, I’d like to thank Mark for his invaluable contributions to EMCOR over his 30-year tenure at the Company. His many accomplishments, including building out a deep financial organization and strong risk management and tax team, developing a robust capital allocation framework, and strengthening our financial foundation, will have lasting benefits for the Company. We are grateful for the work and dedication Mark has undertaken to advance our strategy and enhance shareholder value, and we look forward to his partnership as we effect a smooth transition.”

Mr. Guzzi continued, “Succession planning is a priority at EMCOR, and we are extremely pleased to name Jason as our next Chief Financial Officer. He is a highly accomplished, results driven leader, known for his strong financial acumen and proven track record of disciplined capital management. Jason exemplifies EMCOR’s core values of Mission First, People Always and has built and grown an exceptional world-class financial team since joining EMCOR nearly a decade ago. We have full confidence that he is the right choice to lead our finance organization as we continue our mission to drive long-term profitable growth and shareholder value.”

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EMCOR ANNOUNCES PLANNED LEADERSHIP TRANSITIONS			Page 2

Mr. Guzzi concluded, “Kevin has been part of the fabric of EMCOR for the past three-plus decades. I want to thank him for his countless contributions, his passion and leadership, and for his trusted advice throughout the years. He has been a highly respected and valued member of our management team, acting as a driving force in the advancement of our strategic objectives and corporate policies. Kevin has played an integral role in developing our agile and resilient operating model, while successfully leading and growing our investor relations and shared services functions. Kevin has been instrumental in building our comprehensive leadership training programs, our business development and IT teams, as well as our industry-leading safety program. On behalf of the Board and entire management team, we thank Kevin for his unwavering commitment to EMCOR.”

Mr. Pompa commented, “Working with the EMCOR team has been the highlight of my career. Together, we have achieved remarkable milestones, and I am extremely proud of all that we have accomplished. I have complete confidence that EMCOR’s finance function and organization are in the right hands and will thrive under Jason’s leadership. I look forward to working with Jason and the rest of the team over the next several months to ensure a seamless transition.”

Mr. Nalbandian added, “I am truly honored to succeed Mark as CFO and look forward to leading our exceptional financial team. Throughout my tenure at EMCOR, I have been fortunate to have contributed to the Company’s growth and financial development, and I’m excited to continue advancing this work alongside our leadership team as we execute our strategic, operational, and financial plans.”

Mr. Matz remarked, “EMCOR is an incredible company, and I’ve had the privilege of being part of its amazing growth and evolution while working alongside such a dedicated team of professionals. I have full confidence in the Company’s solid foundation and clear path toward achieving its strategic vision. I believe EMCOR will continue to build on its considerable momentum for the benefit of its shareholders, as well as its employees and customers. Although it’s difficult to leave a company and a position that I truly love, I am looking forward to working with the team in seamlessly transitioning my responsibilities.”

About Jason R. Nalbandian

Mr. Nalbandian brings 15 years of financial experience and deep industry expertise. He has served as Chief Accounting Officer of EMCOR since 2022 and a Senior Vice President since January 2023. He previously served as Controller of the Company from February 2019 to January 2022 and as Assistant Controller of the Company from January 2017 to February 2019. Mr. Nalbandian joined the Company in May 2014 as Director of Accounting and Analysis. Prior to joining EMCOR, Mr. Nalbandian worked in the assurance practice of Ernst & Young LLP. He is a Certified Public Accountant and received both a bachelor’s degree and a master’s degree in accounting from Fairfield University.

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EMCOR ANNOUNCES PLANNED LEADERSHIP TRANSITIONS			Page 3

About EMCOR:

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 website at www.emcorgroup.com. EMCOR routinely posts information that may be important to investors in the “Investor Relations” section of our website at www.emcorgroup.com. Investors and potential investors are encouraged to consult the EMCOR website regularly for important information about EMCOR.

Forward Looking Statements:

This release contains forward-looking statements. Such statements speak only as of December 15, 2023, and EMCOR assumes no obligation to update any such forward-looking statements, unless required by law. These forward-looking statements may include statements regarding anticipated future operating and financial performance, including EMCOR’s mission to drive long-term profitable growth and create shareholder value, as well as benefits to employees and customers. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated (whether expressly or implied) by the forward-looking statements. Accordingly, these statements do not guarantee future performance or events. Applicable risks and uncertainties include, but are not limited to, adverse effects of general economic conditions; changes in interest rates; domestic and international political developments; changes in the specific markets for EMCOR’s services; adverse business conditions, including labor market tightness and/or disruption, productivity challenges, the nature and extent of supply chain disruptions impacting availability and pricing of materials, and inflationary trends more generally, including fluctuations in energy costs; the impact of legislation and/or government regulations; the availability of adequate levels of surety bonding; increased competition; unfavorable developments in the mix of our business; and the effectiveness of EMCOR’s executive leadership team. Certain of the risk factors associated with EMCOR’s business are also discussed in Part I, Item 1A “Risk Factors,” of the Company’s 2022 Form 10-K, and in other reports filed from time to time with the Securities and Exchange Commission and available at www.sec.gov and www.emcorgroup.com. Such risk factors should be taken into account in evaluating our business, including any forward-looking statements.

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Document And Entity Information Document And Entity Information	Dec. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 13, 2023
Entity Registrant Name	EMCOR Group, Inc.
Entity Central Index Key	0000105634
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8267
Entity Tax Identification Number	11-2125338
Entity Address, Address Line One	301 Merritt Seven
Entity Address, City or Town	Norwalk,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851-1092
City Area Code	(203)
Local Phone Number	849-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	EME
Security Exchange Name	NYSE
Entity Emerging Growth Company	false