EMCOR Group (EME) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, to elect nine directors, approve executive compensation, and ratify Ernst & Young LLP as independent auditors for 2026.

• Record date for voting is April 7, 2026, with 44,440,278 shares outstanding, each entitled to one vote.

• Proxy materials are available online, with options for shareholders to vote by internet, phone, mail, or in person.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) non-binding advisory approval of executive compensation, and (3) ratification of Ernst & Young LLP as auditors.

• Board recommends FOR all director nominees, executive compensation, and auditor ratification.

• Broker non-votes have no effect on voting results for director election or executive compensation.

• A shareholder proposal on political spending was excluded from the proxy based on SEC rules and company policy.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; all committee members are independent.

• Proxy access allows shareholders owning at least 3% of stock for three years to nominate directors.

• Majority voting required for director elections; directors must submit contingent resignations if not elected by majority.

• Mandatory retirement age (76) and term limits (20 years) for directors, with possible waivers.

• Stock ownership guidelines require significant holdings by directors and executives.

• No hedging or pledging of company securities by directors or named executive officers.

• Annual board and committee self-assessments and succession planning are conducted.

• Board committees: Audit, Compensation, and Corporate Governance, each with defined responsibilities.