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 22, 2018

 

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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))

 

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 o

 

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. o

 

 

 

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

 

On May 22, 2018, the Company held its 2018 Annual Meeting of Stockholders. Of the 37,134,435 shares of common stock outstanding and entitled to vote at the Annual Meeting, 35,254,428 shares were present in person or by proxy, representing 94.94% of the Company’s outstanding common stock and constituting a 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, Franklin Myers, William J. Sandbrook, 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		32,347,332		96.88	%	1,043,103
Herman E. Bulls		32,590,707		97.60	%	799,728
Alan P. Krusi		32,663,366		97.82	%	727,069
Brian E. Lane		33,031,857		98.93	%	358,578
Franklin Myers		32,202,789		96.44	%	1,187,646
William J. Sandbrook		33,057,449		99.00	%	332,986
James H. Schultz		31,569,295		94.55	%	1,821,140
Constance E. Skidmore		33,141,113		99.25	%	249,322
Vance W. Tang		32,754,054		98.09	%	636,381

 

There were 1,863,993 broker non-votes and no abstentions as to Proposal No. 1.

 

Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.

 

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, 2018:

 

Votes For		Votes For as a Percentage of Votes Cast		Votes Against		Abstain
34,913,509		99.04%		339,960		959

 

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

 

Pursuant to the foregoing vote, the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year was approved.

 

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		Abstain
32,245,979		96.67%		1,112,041		32,415

 

There were 1,863,993 broker non-votes as to Proposal No. 3.

 

Pursuant to the foregoing vote, the stockholders adopted a non-binding advisory resolution indicating their approval of the compensation paid to the Company’s named executive officers.

 

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ITEM  8.01  Other Events.

 

Effective May 22, 2018, following the Company’s 2018 Annual Meeting of Stockholders, William J. Sandbrook was appointed to the Audit Committee and the Compensation Committee of the Board of Directors. The Board of Directors has determined that Mr. Sandbrook satisfies all applicable requirements to serve on the Compensation Committee, including without limitation the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. The Board of Directors has also determined that Mr. Sandbrook satisfies all applicable requirements to serve on the Audit Committee, including without limitation the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended, and qualifies as an audit committee financial expert.

 

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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 24, 2018

 

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