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 19, 2016

 

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13011

 

76-0526487

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

675 Bering Drive, Suite 400

 

 

Houston, Texas

 

77057

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (713) 830-9600

 

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM  5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 19, 2016, the stockholders of Comfort Systems USA, Inc. (the “Company”) approved an amendment to Article Five of the Company’s Second Amended and Restated Certificate of Incorporation to provide that any of the Company’s directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote in an election of directors. A Certificate of Amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware on May 20, 2016. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference.

 

ITEM  5.07  Submission of Matters to a Vote of Security Holders.

 

On May 19, 2016, the Company held its 2016 Annual Meeting of Stockholders. Of the 37,345,799 shares of common stock outstanding and entitled to vote at the Annual Meeting, 34,298,604 shares were present in person or by proxy, constituting a 91.84% quorum. The matters submitted to the stockholders of the Company at the Annual Meeting, and the results of the voting, were as follows:

 

Proposal No. 1.             Vote regarding the election of Darcy G. Anderson, Herman E. Bulls, Alfred J. Giardinelli, Jr., Alan P. Krusi, Brian E. Lane, Franklin Myers, James H. Schultz, Constance E. Skidmore, and Vance W. Tang as members of the Board of Directors:

 

Nominee

 

Votes For

 

Votes For as Percentage of
 Votes Cast

 

Votes Withheld

 

Darcy G. Anderson

 

31,977,164

 

99.50

%

162,057

 

Herman E. Bulls

 

31,875,563

 

99.18

%

263,658

 

Alfred J. Giardinelli, Jr.

 

31,961,125

 

99.45

%

178,096

 

Alan P. Krusi

 

31,512,335

 

98.05

%

626,886

 

Brian E. Lane

 

31,948,286

 

99.41

%

190,935

 

Franklin Myers

 

31,812,773

 

98.98

%

326,448

 

James H. Schultz

 

31,946,731

 

99.40

%

192,490

 

Constance E. Skidmore

 

31,977,344

 

99.50

%

161,877

 

Vance W. Tang

 

31,977,084

 

99.50

%

162,137

 

 

There were 2,159,383 broker non-votes as to Proposal No. 1.

 

Proposal No. 2.             Vote regarding ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016:

 

Votes For

 

Votes For as a Percentage 
of Votes Cast

 

Votes Against

 

Votes Abstain

 

33,793,665

 

98.61%

 

476,039

 

28,900

 

 

There were no broker non-votes as to Proposal No. 2.

 

Proposal No. 3.             Advisory vote regarding approval of the compensation paid by the Company to its named executive officers:

 

Votes For

 

Votes For as a Percentage of Votes
Cast

 

Votes Against

 

Votes Abstain

 

31,834,245

 

99.25%

 

241,356

 

63,620

 

 

There were 2,159,383 broker non-votes as to Proposal No. 3.

 

2



 

Proposal No. 4.             Vote to amend Article Five of the Company’s Second Amended and Restated Certificate of Incorporation to provide that any of the Company’s directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote in an election of directors:

 

Votes For

 

Votes For as a Percentage of Votes
Cast

 

Votes Against

 

Votes Abstain

 

34,175,881

 

99.64%

 

25,845

 

53,495

 

 

There were 43,383 broker non-votes as to Proposal No. 4.

 

Item 9.01                   Financial Statement and Exhibits.

 

(d)       Exhibits.

 

3.1                               Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of Comfort Systems USA, Inc.

 

3



 

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.

 

 

 

By:

/s/ Trent T. McKenna

 

 

Trent T. McKenna, Senior Vice President and

 

 

General Counsel

Date:

May 20, 2016

 

 

4



 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Title or Description

 

 

 

3.1

 

Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of Comfort Systems USA, Inc.

 

5


Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

OF

 

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

COMFORT SYSTEMS USA, INC.

 

Comfort Systems USA, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

 

1.                                      The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article 5 thereof in its entirety and replacing it with the following:

 

“At each annual meeting of stockholders at which a quorum is present, the persons receiving a plurality of the votes cast shall be the directors. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.”

 

2.                                      The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

[SIGNATURE PAGE FOLLOWS]

 



 

IN WITNESS WHEREOF, Comfort Systems USA, Inc. has caused this Certificate to be executed by its duly authorized officer on this 20th day of May, 2016.

 

 

COMFORT SYSTEMS USA, INC.

 

 

 

By:

/s/ Trent T. McKenna

 

 

Name:

Trent T. McKenna

 

 

Title:

Senior Vice President & General Counsel