Although the role and responsibilities of our Lead Director were already established, the Board recently adopted a number of updates to the Company’s Corporate Governance Guidelines, including amendments expanding upon, and more concretely defining, the role of the Lead Director. The Company successfully conducted “hybrid” annualLead Director has the following duties and responsibilities:
presiding at all meetings in 2020 and 2021 and remains committed to providing stockholdersof the Board at which the Board Chairperson is not present, including executive sessions of independent directors;
meeting with the abilityCEO following each executive session of independent directors to meaningfully participate in its annual stockholder meetings.discuss matters arising during that executive session;
The stockholder who submittedcalling special meetings of the Proposal suggests that a lower ownership threshold to call a special meeting is necessary to make up for alleged restrictions imposed upon stockholder participation at “online” meetings. While his statement references policies purportedly used by an unspecified numberBoard or of other companies, it does not reflect any of our policies or practices or allege that we have imposed such restrictions on stockholder participation. The Company’s 2020 and 2021 Annual Meeting of Stockholders were conducted as “hybrid” meetings, with each stockholder having the right to attend and participate either in person or online, with due opportunity for a stockholder who so wished to speak or ask questions. By providing its stockholders with alternative ways to participateindependent directors;
participating in the 2020formation of, and 2021 Annual Meeting of Stockholders,approving, the Company demonstrated its commitment to providing its stockholdersagenda, schedule, and materials for each Board meeting;
serving as liaison between the Board Chairperson and the independent directors;
ensuring that he or she is available for consultation and direct communication with a safe opportunity to be heard and engage in meaningful discourse when decisions are made affecting the Company.
Our stockholders and those of other companies, generally do not support these changes.key constituents, as appropriate;
When a similar proposal was submitted at our Annual Meeting for 2018, it was rejectedparticipating, in consultation with the Compensation and Personnel Committee, in CEO succession planning;
guiding the annual review by our stockholders. Following submission of this year’s Proposal, we reached out to approximately 30 stockholders holding approximately 67% of our outstanding Common Stock in order to gather their views on this Proposal. The stockholders we spoke to were generally not supportive of this Proposal. The stockholders that we contacted also noted their support of our corporate governance policies, including the existing 25% threshold for stockholders to call a special meeting and our proxy access provisions.
These stockholders’ positions are consistent with market trends. In 2021, the stockholders of 25 Russell 3000 companies voted on similar proposals to permit holders of 10% of a company’s stock to call a special meeting. Of these 25 companies, the stockholders of all but two rejected such proposals. On average, the proposals were supported by less than one thirdBoard of the vote.performance of the CEO; and
performing such other duties as the Board, from time to time, may delegate.
The Board is committedresponsible for establishing and maintaining an effective leadership structure for the Company. The Board believes that the current most effective leadership structure for the Company is achieved through the combination of the extensive knowledge and experience of Mr. Guzzi; the active, independent leadership role played by Mr. McEvoy; and the authority provided to the independent Lead Director in our Corporate Governance Guidelines.
Our current leadership structure provides strong, independent Board oversight of management, and EMCOR’s robust corporate governance practices and policiesmechanisms seek to ensure accountability.
The Proposal’s prescriptive approach is not necessary for effective oversight of management and accountability to stockholders. The Board believes that the Company’s overall corporate governance framework already satisfies the Proposal’s stated objectives. Existing corporate governance practices and mechanisms include:
A diverse and experienced board of directors elected annually by stockholders.
With the exception of Mr. Guzzi, the Board is composed entirely of independent directors within the meaning of NYSE rules, resulting in 90% of the Board being independent.
Each of the three standing Board Committees - the Audit Committee, the Compensation and Personnel Committee, and the Nominating and Corporate Governance Committee - are composed solely of, and chaired by, independent directors. The Company’s Corporate Governance Guidelines mandate this composition in order to seek to ensure that independent directors provide oversight of the key matters outlined in the best interestscommittee charters.
Each member of the Board is elected annually in a single class.
The Board meets in executive session at regularly scheduled meetings without the presence of the CEO or other members of management. Independent directors exercise complete autonomy over the matters discussed during these executive sessions.
The Board conducts an annual assessment of the Board’s leadership structure.
The independent directors annually elect the Lead Director, and the Board conducts an annual review of the performance of the Lead Director.
Under the guidance of the Lead Director, the Board conducts an annual performance review of the CEO.