UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2022, the Company held its 2022 Annual Meeting of Stockholders. Of the 35,936,440 shares of common stock outstanding and entitled to vote at the Annual Meeting, 34,381,714 shares were present in person or by proxy, constituting a 95.67% 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, Alan P. Krusi, Brian E. Lane, Pablo G. Mercado, Franklin Myers, William J. Sandbrook, Constance E. Skidmore, Vance W. Tang, and Cindy L. Wallis-Lage as members of the Board of Directors:
| Nominee | Votes For | Votes For as Percentage of Votes Cast | Votes Withheld | |||||||||
| Darcy G. Anderson | 32,340,398 | 97.58 | % | 803,167 | ||||||||
| Herman E. Bulls | 28,254,428 | 85.25 | % | 4,889,137 | ||||||||
| Alan P. Krusi | 32,337,515 | 97.57 | % | 806,050 | ||||||||
| Brian E. Lane | 32,843,088 | 99.09 | % | 300,477 | ||||||||
| Pablo G. Mercado | 32,576,651 | 98.29 | % | 566,914 | ||||||||
| Franklin Myers | 32,637,337 | 98.47 | % | 506,228 | ||||||||
| William J. Sandbrook | 33,086,714 | 99.83 | % | 56,851 | ||||||||
| Constance E. Skidmore | 32,571,024 | 98.27 | % | 572,541 | ||||||||
| Vance W. Tang | 31,934,183 | 96.35 | % | 1,209,382 | ||||||||
| Cindy L. Wallis-Lage | 33,088,098 | 99.83 | % | 55,467 | ||||||||
There were 1,238,149 broker non-votes as to Proposal No. 1.
Proposal No. 2. Vote regarding ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
| Votes For | Votes For as a Percentage of Votes Cast | Votes Against | Votes Abstain | |||
| 34,354,810 | 99.94% | 20,806 | 6,097 |
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 | |||
| 32,467,308 | 98.02% | 655,074 | 21,183 |
There were 1,238,149 broker non-votes as to Proposal No. 3.
| Item 8.01 | Other Events |
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of the Company dated May 23, 2022 announcing that the Company’s Board of Directors has approved an amendment to the Company’s stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 650,374 additional shares of its outstanding common stock. The Company’s existing stock repurchase program had previously authorized the repurchase of up to 10,293,751 shares of the Company’s outstanding common stock.
Through May 17, 2022, the Company repurchased 9,944,125 shares of the Company’s common stock at an aggregate price of $233,061,710. This extension of the stock repurchase program will “top off” the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of May 17, 2022.
The share repurchases will be made from time to time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Company’s Board of Directors may modify, suspend, extend or terminate the program at any time.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release of Comfort Systems USA, Inc., dated December May 23, 2022, announcing that the Company’s Board of Directors has approved an amended stock repurchase program. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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.
| COMFORT SYSTEMS USA, INC. | ||
| By: | /s/ Laura F. Howell | |
| Laura F. Howell, Senior Vice President and | ||
| General Counsel |
Date: May 23, 2022
Exhibit 99.1
675 Bering Dr. Suite 400
Houston, Texas 77057
713-830-9600
| CONTACT: | Julie Shaeff |
| Chief Accounting Officer | |
| (713) 830-9600 | |
| ir@comfortsystemsusa.com |
FOR IMMEDIATE RELEASE
COMFORT SYSTEMS USA INCREASES STOCK REPURCHASE PROGRAM
Houston, Texas – May 23, 2022 – Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, today announced that its Board of Directors has approved an amendment to the Company’s stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 650,374 additional shares of its outstanding common stock. The Company’s existing stock repurchase program had previously authorized the repurchase of up to 10,293,751 shares of the Company’s outstanding common stock.
Through May 17, 2022, the Company repurchased 9,944,125 shares of the Company’s common stock at an aggregate price of $233,061,710. This extension of the stock repurchase program will “top off” the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of May 17, 2022.
The share repurchases will be made from time to time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Company’s Board of Directors may modify, suspend, extend, or terminate the program at any time.
Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 173 locations in 128 cities around the nation. For more information, visit the Company’s website at www.comfortsystemsusa.com.
Certain statements and information in this press release may constitute forward-looking statements regarding our future business expectations, which are subject to applicable securities laws and regulations. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historic in nature. These forward-looking statements are based on the current expectations and beliefs of Comfort Systems USA, Inc. and its subsidiaries (collectively, the “Company”) concerning future developments and their effect on the Company. While the Company’s management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates, and the Company’s actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of our results or developments in subsequent periods. All comments concerning the Company’s expectations for future revenue and operating results are based on the Company’s forecasts for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual future results to differ materially from the Company’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the use of incorrect estimates for bidding a fixed-price contract; undertaking contractual commitments that exceed the Company’s labor resources; failing to perform contractual obligations efficiently enough to maintain profitability; national or regional weakness in construction activity and economic conditions; the Company’s business being negatively affected by health crises or outbreaks of disease, such as epidemics or pandemics (and related impacts, such as vaccine mandates or supply chain disruptions); financial difficulties affecting projects, vendors, customers, or subcontractors; the Company’s backlog failing to translate into actual revenue or profits; failure of third party subcontractors and suppliers to complete work as anticipated; difficulty in obtaining or increased costs associated with bonding and insurance; impairment to goodwill; errors in the Company’s percentage-of-completion method of accounting; the result of competition in the Company’s markets; the Company’s decentralized management structure; material failure to comply with varying state and local laws, regulations or requirements; debarment from bidding on or performing government contracts; shortages of labor and specialty building materials or material increases to the cost thereof; retention of key management; seasonal fluctuations in the demand for mechanical and electrical systems; the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance; adverse litigation results; an increase in our effective tax rate; a material information technology failure or a material cyber security breach; risks associated with acquisitions, such as challenges to our ability to integrate those companies into our internal control environment; our ability to manage growth and geographically-dispersed operations; our ability to obtain financing on acceptable terms; extreme weather conditions (such as storms, droughts, extreme heat or cold, wildfires and floods), including as a result of climate change, and any resulting regulations or restrictions related thereto; and other risks detailed in our reports filed with the Securities and Exchange Commission (the “SEC”).
For additional information regarding known material factors that could cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.