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) MARCH 30, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 30, 2005, the Compensation and Personnel Committee of the Board
of Directors of the Company established performance goals and maximum
bonuses payable in respect of 2005 under the Company's Key Executive
Incentive Bonus Plan for each of Messrs. Frank T. MacInnis, Chief
Executive Officer and Chairman of the Board, Anthony J. Guzzi, President
and Chief Operating Officer, Sheldon I. Cammaker, Executive Vice
President and General Counsel, Leicle E. Chesser, Executive Vice
President and Chief Financial Officer, R. Kevin Matz, Senior Vice
President - Shared Services and Mark A. Pompa, Senior Vice President,
Chief Accounting Officer and Treasurer. Each such executive may receive a
bonus of up to 200% of his 2005 annual salary if the Company reaches
certain performance goals based upon the sum of its 2005 operating income
(after excluding any charges resulting from the resolution of claims
arising out of contracts entered into by subsidiaries prior to the
acquisition of such subsidiaries by the Company ("Pre-Acquisition
Contracts")) and 2005 net cash provided by operating activities (after
excluding any collections resulting from the resolution of claims arising
out of Pre-Acquisition Contracts). The bonus payable to each such
executive may be less than the maximum in the sole discretion of the
Company's Compensation and Personnel Committee.
SIGNATURES
Pursuant to the requirements of the Securities and 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: April 4, 2005 By: /s/ Kevin Matz
---------------------------------
Name: R. Kevin Matz
Title: Senior Vice President -
Shared Services