EMCOR GROUP, INC.

301 Merritt Seven

Norwalk, Connecticut 06851

NOTICE OF ANNUAL MEETING

To the Stockholders of EMCOR Group, Inc.:

The Annual Meeting of Stockholders of EMCOR Group, Inc. will be held at 301 Merritt Seven, Norwalk, Connecticut on June 6, 2024 at 10:00 A.M. (local time) for the following purposes:

  1. To elect the eight directors identified in this Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified.
  2. To consider a non-binding advisory resolution approving named executive officer compensation.
  3. To ratify the appointment of Ernst & Young LLP as our independent auditors for 2024.
  4. To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 9, 2024 as the record date for determination of stockholders entitled to receive notice of, and to vote at (in person, by remote communication or by legally-appointed proxy), our Annual Meeting and any adjournment thereof.

Your attention is respectfully directed to the accompanying Proxy Statement.

By Order of the Board of Directors

Maxine L. Mauricio

Corporate Secretary

Norwalk, Connecticut

April 24, 2024

EMCOR GROUP, INC.

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

What is the purpose of this Proxy Statement?

The EMCOR Board of Directors is soliciting proxies from holders of our Common Stock to vote on the matters to be considered at the 2024 Annual Meeting of Stockholders (the ''Annual Meeting'') to be held at 301 Merritt Seven, Norwalk, Connecticut on Thursday, June 6, 2024 at 10:00 A.M. (local time).

What is the Notice of Internet Availability of Proxy Materials?

We have elected to provide access to our proxy materials on the Internet, consistent with the rules of the Securities and Exchange Commission. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 9, 2024. You can access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or you may request printed versions of our proxy materials for the Annual Meeting. Instructions on how to access our proxy materials on the Internet or to request printed versions are provided in the Notice of Internet Availability of Proxy Materials. In addition, you may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

The Notice of Internet Availability of Proxy Materials is a document that:

  • Indicates that our Notice of 2024 Annual Meeting of Stockholders and Proxy Statement and our 2023 Annual Report are available at www.proxyvote.com;
  • Provides instructions on how holders of our Common Stock may vote their shares; and
  • Indicates how holders of our Common Stock may request printed copies of these materials, including the proxy card or a voting instruction form.

We will begin distributing the Notice of Internet Availability of Proxy Materials on or about April 24, 2024.

For those stockholders who have requested printed copies, we will first send or deliver copies of the proxy materials for our Annual Meeting and our 2023 Annual Report on or about April 24, 2024.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting to be Held on June 6, 2024

We have sent or are sending the Notice of Internet Availability of Proxy Materials, which indicates that this Notice of 2024 Annual Meeting of Stockholders and Proxy Statement and our 2023 Annual Report will be made available at www.proxyvote.com. If you wish to receive paper or e-mail copies of any of these materials, please follow the instructions on your Notice of Internet Availability of Proxy Materials and/or

www.proxyvote.com. These materials are also available on our website at www.emcorgroup.com/proxyannualreport.

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What items of business will be voted on at the Annual Meeting?

At the Annual Meeting, we will:

  1. Vote for the election of the 8 director nominees identified in this Proxy Statement;
  2. Consider a non-binding advisory resolution approving named executive officer compensation, as described in the ''Compensation Discussion and Analysis,'' executive compensation tables, and accompanying narrative disclosures of this Proxy Statement; and
  3. Consider the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2024.

Who is entitled to vote at the Annual Meeting?

Holders of our Common Stock as of the record date of April 9, 2024 are entitled to notice of, and to vote at (in person, by remote communication or by legally-appointed proxy), the Annual Meeting and any postponement or adjournment of the Annual Meeting. For ten days before the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our offices located at 301 Merritt Seven, 6th Floor, Norwalk, Connecticut during ordinary business hours.

How does the Board of Directors recommend holders of Common Stock vote on the business of the Annual Meeting?

The Board of Directors recommends stockholders vote their shares:

  1. ''FOR'' the election of each of the 8 director nominees identified in this Proxy Statement;
  2. ''FOR'' the adoption of the advisory resolution approving named executive officer compensation; and
  3. ''FOR'' the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2024.

How many shares can vote at the Annual Meeting?

At the close of business on April 9, 2024, we had 46,995,600 shares of Common Stock outstanding, and each of those shares is entitled to one vote.

How many shares must be present or represented at the Annual Meeting to conduct business?

Under our Second Amended and Restated By-Laws, which we refer to as our ''By-Laws,'' the holders of a majority of our shares of Common Stock outstanding on the record date, present in person, by remote communication or by proxy at the Annual Meeting, constitute a quorum to conduct business at the Annual Meeting. Abstentions and broker non-votes will be treated as present for purposes of determining a quorum.

What vote is required to approve each of the items of business?

With respect to item 1, a majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the Annual Meeting). A majority of the votes cast means that the number of votes cast ''for'' a nominee must exceed the number of votes cast ''against'' with respect to that nominee for such nominee to be elected. Our Corporate Governance Guidelines contain details and procedures to be followed in the event one or more director nominees do not receive a majority of the votes cast at the Annual Meeting. An abstention on item 1 will have no effect on the voting results for item 1.

Because we are asking in item 2 above for a non-binding, advisory vote approving our named executive officer compensation, there is no ''required vote'' that would constitute approval. We value the opinions expressed by our stockholders on this advisory vote and our Board of Directors' Compensation and Personnel Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the non-binding advisory vote when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes, if any, will not have any effect on the results of those deliberations.

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The affirmative vote of a majority of the votes cast at the Annual Meeting or represented by proxy at the Annual Meeting is required to approve item 3 above, and any other matter that may properly come before the meeting. An abstention on item 3 will have no effect on the voting results for item 3.

The Board recommends a vote ''FOR'' election of each of the director nominees listed in this Proxy Statement, ''FOR'' approval of the compensation of our named executive officers, and ''FOR'' ratification of Ernst & Young LLP as our independent auditors for 2024.

What effect do broker non-votes have on the items of business?

Broker non-votes may occur because certain beneficial holders of our Common Stock hold their shares in ''street name'' through a broker or other nominee that is a member of the New York Stock Exchange. Under the rules of the New York Stock Exchange, we believe the only item of business to be acted upon at our Annual Meeting with respect to which such broker or nominee will be permitted to exercise voting discretion is item 3, the ratification of the appointment of Ernst & Young LLP to serve as our independent auditors for 2024. Therefore, if a beneficial holder of our Common Stock does not give the broker or nominee specific voting instructions on items 1 or 2, such holder's shares will not be voted on that item and a broker non-vote will occur. Broker non-votes will have no effect on the voting results for such items of business.

How can I vote my shares at the Annual Meeting?

Voting by Proxy

Holders of our Common Stock may submit a proxy by:

  • following the instructions on the Notice of Internet Availability of Proxy Materials to vote by telephone or the Internet; or
  • completing, signing, dating and returning the proxy card or voting instruction form by mail or verifiable electronic transmission.

Anthony J. Guzzi, Maxine L. Mauricio and Jason R. Nalbandian (the ''proxy holders'') have been designated by our Board of Directors to vote the shares represented by proxy at the Annual Meeting. Mr. Guzzi, Ms. Mauricio and Mr. Nalbandian are executive officers of the Company, and Mr. Guzzi is also a director nominee.

  • The proxy holders will vote the shares represented by your valid and timely received proxy in accordance with your instructions.
  • If you do not specify instructions on your signed proxy when you submit it, the proxy holders will vote the shares represented by the proxy in accordance with the recommendations of our Board of Directors on each item of business identified on page 2.
  • If any other matter properly comes before the Annual Meeting, the proxy holders will vote the shares represented by proxy on that matter in their discretion.

If your shares are held in a brokerage account in your broker's name or in the name of a bank or other nominee (this is called ''street name''), please follow the voting instructions provided by your bank, broker or other nominee. In most cases, you may submit voting instructions by telephone or by Internet to your bank, broker or other nominee, or you can sign, date and return a voting instruction form to your bank, broker or other nominee. If you provide specific voting instructions by telephone, by Internet or by mail, your bank, broker or other nominee must vote your shares as you have directed. If you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee and be prepared to present photo identification to be admitted to the Annual Meeting.

Voting other than by Proxy

While we encourage voting in advance by proxy, record holders of our Common Stock also have the option of voting their shares in person at the Annual Meeting.

How do I attend the Annual Meeting in person? What do I need to bring?

You are entitled to attend the Annual Meeting or any adjournment or postponement of the meeting only if you were a holder of our Common Stock as of the record date of April 9, 2024 or are the legal proxy holder or qualified

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representative of a stockholder who held our Common Stock as of the record date. Please be prepared to present photo identification to be admitted to the Annual Meeting. If you are attending the Annual Meeting in person as a proxy or qualified representative of a stockholder, you will need to bring your legal proxy or authorization letter, in addition to photo identification.

If you are not feeling well, you should not attend the Annual Meeting in person. Note that, for health and safety reasons, no food or drinks will be served at the Annual Meeting.

Can I change my vote or revoke my proxy after I return my proxy card?

You may change your vote or revoke your proxy before the proxy is voted in person at the Annual Meeting by:

  • sending written notice to Corporate Secretary, EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, CT 06851;
  • timely delivery of a valid later-dated proxy or a later-dated vote by telephone or on the Internet; or
  • if you are a record holder, attending the Annual Meeting in person and voting again.

If you hold your shares in street name, you may submit new voting instructions by contacting your broker or other holder of record.

Do I have any dissenters' or appraisal rights with respect to any of the matters to be voted upon at the Annual Meeting?

No. Delaware law does not provide shareholders any dissenters' or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

Who will count the votes?

We have retained Broadridge Financial Solutions, Inc. for the receipt, validation and tabulation of the votes at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We will publish the results of the voting in a Current Report on Form 8-K within four business days of the Annual Meeting.

What is Householding?

Stockholders of record who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. We agree to deliver promptly, upon written or oral request, a set of proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. Stockholders will continue to receive separate proxy cards. If you prefer to receive separate copies of the proxy materials, or if you are receiving multiple copies and would like to receive only one copy for your household, contact Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

COMPANY INFORMATION AND MAILING ADDRESS

We are a Delaware corporation. Our mailing address is EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, CT, 06851, and our telephone number is (203) 849-7800. Our website address is www.emcorgroup.com. References in this Proxy Statement to ''EMCOR,'' ''Company,'' ''we,'' ''us'' and ''our'' refer to EMCOR Group, Inc. and our consolidated subsidiaries, unless the context requires otherwise. Information on our website is not intended to be incorporated into this Proxy Statement.

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CORPORATE GOVERNANCE

We have a long history of good corporate governance practices that has greatly aided our long-term success. Our Board of Directors, which we sometimes refer to as our ''Board,'' and our management have recognized for many years the need for sound corporate governance practices in fulfilling their respective duties and responsibilities to our stockholders. Our Board and management have taken numerous steps to enhance our policies and procedures to comply with the corporate governance listing standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission.

Proxy Access. Our By-Laws contain a ''proxy access'' provision that provides for inclusion in the Company's proxy materials of director candidates if such candidates are nominated by stockholders owning at least 3% of our outstanding Common Stock continuously for at least three years. The number of such director candidates may not exceed 25% of the number of directors serving on the Board but shall not be less than two. The number of stockholders who may aggregate holdings to reach the 3% threshold is capped at 25. Nominations are subject to certain eligibility, procedural, and disclosure requirements, including the requirement that the Company receive notice no earlier than 150 calendar days, and no later than 120 calendar days, prior to the anniversary of the issuance of the prior year's proxy materials.

Shareholder Engagement. We continue to engage with our stockholders regarding proxy access and other corporate governance matters. Each year, we reach out to our top 30 stockholders in order to solicit feedback and recommendations on our corporate governance practices and other topics.

Corporate Governance Guidelines. Our Corporate Governance Guidelines provide the framework for our governance. The Nominating and Corporate Governance Committee of our Board, which we refer to as the ''Corporate Governance Committee,'' regularly reviews corporate governance developments and makes recommendations to our Board with respect to modifications to our Corporate Governance Guidelines.

Our Corporate Governance Guidelines and By-Laws address majority voting in uncontested director elections, Board leadership (including the respective roles and responsibilities of the Board Chairman and Lead Director), a mandatory retirement age and term limits for directors, stock ownership guidelines and hedging and pledging prohibitions for our directors and named executive officers, and, with respect to our named executive officers, an incentive compensation recoupment policy, in each case as further described below:

  • Majority Voting. Under our By-Laws, a majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the Annual Meeting). A majority of the votes cast means that the number of votes cast ''for'' a nominee must exceed the number of votes cast ''against'' that nominee for such nominee to be elected. Each director nominee is required to deliver to the Company an irrevocable contingent resignation in advance of the distribution of the proxy materials for an annual meeting at which the director is expected to be nominated for election. If a director nominee does not receive a majority of the votes cast in an uncontested election, our Corporate Governance Committee is to recommend whether to accept or reject that director's resignation and/or whether to take other action. The Board is, within 90 days of the certification of the election results and after consideration of the Corporate Governance Committee's recommendation, to make a determination whether to accept the resignation and/or take such other action as the Board determines appropriate. The Corporate Governance Committee, in making its recommendation, and the Board, in making its determination, are to evaluate the best interests of the Company and its stockholders and may consider any factors or other information they deem relevant.
  • Independent Lead Director. Our Corporate Governance Guidelines require that, if the Board determines that the best interests of stockholders are best served by electing a Chairperson that is not independent under the criteria of the listing standards of the New York Stock Exchange, an independent Lead Director be elected by majority vote of the independent directors. The Board evaluates the leadership structure of the Board, including whether to elect an independent Chairperson and/or appoint an independent Lead Director, on an annual basis. A Lead Director may also be appointed in other instances if the Board so determines, even if the Chairperson is also independent. Our current Chairman of the Board, Mr. Anthony J. Guzzi, is not an independent director and, accordingly, Mr. M. Kevin McEvoy, one of our independent directors, is our Lead Director. The Lead Director presides at meetings at which the Chairperson is not present, including executive sessions; participates in the formation of, and approves, the agenda for each Board meeting, whether or not the Chairperson is present; calls meetings of the independent directors; serves as a liaison between the Chairperson and the independent directors; ensures that he or she is available for consultation and direct communication with stockholders and other key

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constituents; guides the annual performance review and succession planning for the Chief Executive Officer; partners with the Corporate Governance Committee to conduct the Board's annual self-evaluation; and performs such other duties as the Board may from time to time delegate.

  • Director Retirement Policy. A director may not be nominated for re-election if the director has or will have reached age 76 when he or she would otherwise stand for election. This policy may be waived by the Board.
  • Director Term Limit Policy. A non-management director may not be nominated for re-election if the director has or will have served for 20 years or more when he or she would otherwise stand for election. This policy may be waived by the Board.
  • Stock Ownership Guidelines. In an effort to further align the interests of our non-employee directors and named executive officers with our stockholders, our stock ownership guidelines require directors and our named executive officers to own and retain a significant financial stake in our Common Stock. Currently, all directors and executive officers are in compliance with such ownership requirements. Such guidelines set stock ownership targets expressed as the value of the shares of the Common Stock held by a director or named executive officer that is equivalent to three times the director annual cash retainer in effect as of October 22, 2012 (the ''Effective Date'') for non-employee directors, five times the annual base salary rate as of the Effective Date for our Chief Executive Officer, and three times the annual base salary rate as of the Effective Date for each other named executive officer. A non-employee director who is first elected to the Board after the Effective Date is expected to own within five years of his/her election shares equivalent in market value to three times the director's annual cash retainer in effect on the date of such director's initial election to the Board. An individual who is first elected Chief Executive Officer of the Company or a named executive officer of the Company is expected to own, within five years of such officer's initial election as such, shares equivalent in market value to five times or three times, respectively, of such officer's annual base salary, in each case, as in effect on the date of such officer's initial election to such position. Shares of Common Stock held by a director or named executive officer, as applicable, are valued based upon the greater of the value of a share of Common Stock on (a) the applicable measurement date, or (b) the date of the grant of such shares of Common Stock. Shares owned separately by the individual, owned jointly or separately with an immediate family member residing in the same household, held in trust for such officer or director, or for members of such officer's or director's immediate family, and restricted stock and restricted stock units, are counted for purposes of determining compliance with the stock ownership guidelines.
  • No Hedging and No Pledging Policy. We prohibit our directors and named executive officers from participating in any hedging or monetization transactions involving Company securities. The policy also prohibits directors and named executive officers from holding any Company securities in a margin account and from pledging their Company securities as collateral for a loan.
  • Executive Compensation Recoupment Policy. We adopted an amended Executive Compensation Recoupment Policy, effective October 2, 2023 (the ''Executive Compensation Recoupment Policy''), in compliance with the requirements of Rule 10D-1 under the Exchange Act and Section 303A.14 of the New York Stock Exchange listing standards. Our new Executive Compensation Recoupment Policy provides that if the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the Board will seek the recovery from covered executive officers of incentive-based compensation that was granted, paid, earned or became vested based wholly or in part upon the attainment of a financial reporting measure during the three completed fiscal years immediately preceding the date of such accounting restatement to the extent that such incentive-based compensation would have been lower had the financial reporting measure been based upon the restated financial results.
  • Stockholder Right to Call Special Meetings. Our By-Laws require that the Board convene a special meeting at the request of stockholders owning at least 25% of our outstanding Common Stock. This stockholder right does not contain any material restrictions. This threshold carefully balances stockholder empowerment and protection. The Board believes that, given the stock ownership concentration of our outstanding Common Stock, 25% is the appropriate threshold.

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Independence of Directors. To assist our Board in determining the independence of each director, our Board has adopted categorical Standards for Determining Director Independence, a copy of which is attached to this Proxy Statement as Exhibit A and available on our website at www.emcorgroup.com. To be considered independent, our Board must affirmatively determine that the director has no material relationship with us. Our Board has determined that eight of our nine current directors are independent, including all members of the Audit Committee of our Board, which we refer to as the ''Audit Committee,'' the Compensation and Personnel Committee of our Board, which we refer to as the ''Compensation Committee,'' and the Corporate Governance Committee, as the term ''independent'' is defined by the listing standards of the New York Stock Exchange and all applicable rules and regulations of the Securities and Exchange Commission, and in the case of the Compensation Committee, for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended. Our eight independent directors are: John W. Altmeyer, Ronald L. Johnson, Carol P. Lowe, M. Kevin McEvoy, William P. Reid, Steven B. Schwarzwaelder, Robin Walker-Lee and Rebecca A. Weyenberg. Anthony J. Guzzi, our Chairman, President and Chief Executive Officer, is not independent.

Executive Sessions of the Board. At regularly scheduled meetings of the Board, our independent directors meet without any management representatives present and with Mr. McEvoy, our independent Lead Director, presiding as Chairman.

Board Leadership Structure. Our Chairman of the Board is Mr. Anthony J. Guzzi. Mr. Guzzi was first elected to the Board on December 15, 2009 and was elected as the Chairman of the Board on June 1, 2018. He presides at meetings of the Board and at annual meetings of stockholders and sets the agenda for our Board meetings in collaboration with, and subject to the approval of, our independent Lead Director.

Board Committee Charters. Our Board has adopted written charters for its Audit Committee, Compensation Committee, and Corporate Governance Committee. At least annually, each committee reviews its charter and recommends any proposed changes to the Board for approval. A copy of each committee charter is available on our website at www.emcorgroup.com.

Annual Board Assessments and Succession Planning. The Board conducts a self-assessment of its performance and effectiveness as well as that of its committees on an annual basis. For 2023, each director completed a written questionnaire which solicited open-ended and candid feedback on an anonymous basis. The collective ratings and comments were compiled, summarized and presented to the Board and its committees. During this evaluation process, the Board also conducts succession planning with respect to its own composition and that of its committees.

Management Succession Planning. Management conducts regular succession planning reviews with the Board of Directors. During these reviews, our Chief Executive Officer and the Board discuss succession plans for key positions and identify top talent for development in future leadership roles. The Board is actively engaged in this process and regularly evaluates our succession strategy and leadership pipeline for key roles. High potential leaders are given exposure and visibility to the Board when they are invited to lead Board presentations and attend informal Board events.

Standards of Conduct. Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees and those of our subsidiaries. In addition, our Board has adopted a separate Code of Ethics for our Chief Executive Officer and Senior Financial Officers which imposes additional ethical obligations upon them.

Political Activities and Contributions. We do not use corporate funds for lobbying activities. Our Code of Business Conduct and Ethics prohibits direct or indirect contributions, loans, gifts or services to any political candidate, campaign, committee, political party or political action committee without the prior written approval of our General Counsel. The Code of Business Conduct and Ethics also prohibits political contributions by employees that are made on our behalf, reimbursed by the Company or charged to customers. Our General Counsel oversees compliance with these policies, in coordination with our Corporate Governance Committee.

Stockholder Communications. Stockholders and other interested persons may communicate with our Board as a whole, or with one or more members of our Board (including all independent directors) individually or as a group, by writing to them c/o EMCOR Group, Inc., 301 Merritt Seven, 6th Floor, Norwalk, Connecticut 06851, Attention: Corporate Secretary. Such communications will be forwarded to the individuals addressed. However, the Corporate Secretary will not forward communications to the Board that advocate illegal activity, are offensive or lewd, have no relevance to the business or operations of the Company, or constitute mass mailings, solicitations or advertisements. The Corporate Secretary will determine when a communication is not to be forwarded.

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Policies and Procedures for Related Party Transactions. Under our written policy regarding transactions with related parties, which policy is contained in our Corporate Governance Guidelines, we generally require that any transaction involving $120,000 or more (a ''Related Party Transaction'') be approved in advance by the Corporate Governance Committee if we are, or one of our subsidiaries is, a participant in the transaction and if any of the following persons has a direct or indirect material interest in the transaction:

  • an executive officer;
  • a director or director nominee;
  • a beneficial holder of 5% or more of our Common Stock, which we refer to as a ''Significant Holder;''
  • an immediate family member of an executive officer, director, director nominee or Significant Holder; or
  • an entity which is directly or indirectly owned or controlled by one of the above persons or in which one of the above persons has a direct or indirect substantial ownership interest.

We refer to each of the foregoing as a ''Related Party.''

A member of the Board who or whose immediate family member has an interest in a Related Party Transaction may not participate in the Corporate Governance Committee's approval process. The Related Party must disclose any such proposed transaction, and all material facts relating to the transaction, to Ms. Walker-Lee, the Chairperson of our Corporate Governance Committee, and our General Counsel, who is to communicate such information to our Board for its consideration. No such transaction is to be approved if the Corporate Governance Committee determines that the transaction is inconsistent with our interests and the interests of our stockholders.

In order to ensure that material relationships and Related Party transactions have been identified, reviewed and disclosed in accordance with applicable policies and procedures, each director and executive officer also completes a questionnaire at the end of each fiscal year that requests confirmation that there are no material relationships or Related Party Transactions between such individual (or members of such individual's immediate family) and the Company other than those previously disclosed to the Company.

Environmental Responsibility and Sustainability. We have adopted governance and oversight policies, and undertaken specific initiatives, to seek to ensure that our business is conducted in compliance with applicable environmental laws and regulatory requirements and in a manner that reflects our commitment to sustainability and environmental responsibility. We are also focused on structuring our governance and risk-management strategies to evaluate and address climate-related risks and opportunities.

Our Corporate Governance Committee directly oversees the development and implementation of these policies and initiatives and engages with management to evaluate our environmental and sustainability goals and metrics. In 2021, we established the EMCOR Group, Inc. Sustainability Task Force, a cross-functional leadership peer group established to explore, develop, and refine strategies and best practices to meet and track EMCOR's sustainability goals, including targeted reduction of greenhouse gas (''GhG'') emissions both within our operations and for our customers. The mission of the Sustainability Task Force is to assist our Board in establishing these goals, to develop, share and report on the most effective ways to meet those goals, and collect data to track our progress towards meeting them. The Sustainability Task Force is comprised of our ESG Manager and a diverse team of leaders in our operations, procurement, safety, and compliance functions, including employees who assist our customers in reducing their own carbon emissions. Through a steering committee (the ''Sustainability Steering Committee''), the Sustainability Task Force provides the Corporate Governance Committee and the Board with periodic reports on its work and progress. The Sustainability Steering Committee includes senior executives, including our General Counsel, Chief Financial Officer, and Vice President for Safety, Quality, and Productivity.

The Company shares the broad concerns about the risks and impacts of global climate change. While the impact of warming average temperatures on our business is difficult to predict or measure, we believe that our business will be able to serve our customers as they seek to reduce energy consumption and create a safer and more comfortable environment at their facilities through the construction, installation, retrofit and maintenance of heating, air conditioning and fire protection systems. In addition, our work in the areas of alternative energy sources and energy infrastructure, as well as the work we do to construct electric vehicle (''EV'') charging stations, EV manufacturing plants and EV battery production facilities, will further provide opportunities for us in market sectors that can help transition towards a low-carbon economy.

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EMCOR Group Inc. published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 13:20:06 UTC.