PROPOSAL NO. 4 — SPECIAL SHAREHOLDER MEETINGS
The Company is not responsible for the content of this stockholder proposal or its supporting statement.
Mr. William Steiner of 112 Abbotsford Gate, Piermont, NY, 10968, holder of 100John Chevedden has notified the Company that he will present the proposal below at the 2022 Annual Meeting. Mr. Chevedden holds 50 shares of the Company’s Common Stock since July 1, 2014, has advised us that he intendsStock. The Company will provide to presentstockholders the following proposal for consideration at our Annual Meeting:address of Mr. Chevedden upon request.
[EMEProposal 4 — Rule 14a-8 Proposal, December 20, 2015]
Proposal No. 4—Special Shareholder Proxy AccessMeeting Improvement
RESOLVED: Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of directors to adopt, and present for shareholder approval, a “proxy access” bylaw as follows:
Require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein)combined 10% of any person nominated for election to the board by a shareholder or an unrestricted number of shareholders forming a group (the “Nominator”) that meets the criteria established below.
Allow shareholders to vote on such nominee on the Company’s proxy card.
The number of shareholder-nominated candidates appearing in proxy materials should not exceed one quarter of the directors then serving or two, whichever is greater. This bylaw should supplement existing rights under Company bylaws, providing that a Nominator must:
a) have beneficially owned 3% or more of the Company’sour outstanding common stock including recallable loaned stock, continuouslythe power to call a special shareholder meeting.
Currently it takes a theoretical 25% of all shares outstanding to call for at least three years before submitting the nomination;
b) give the Company, within the time period identified in its bylaws, written noticea special shareholder meeting. This theoretical 25% of all shares outstanding translates into 29% of the information required by the bylaws and any Securities and Exchange Commission (SEC) rules about (i) the nominee, including consentshares that vote at our annual meeting.
It would be hopeless to being named in proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the requiredthink that shares (the “Disclosure”); and
c) certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business, not to change or influence control at the Company.
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board should adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority given to multiple nominations exceeding the one-quarter limit. No additional restrictions that do not applyhave the time to other board nominees shouldvote would have the time to go through the special procedural steps to call for a special shareholder meeting.
Plus shareholders need a more reasonable stock ownership to call a special shareholder meeting to make up for the use of online shareholder meetings that give management more control. A large number of 2021 online shareholder meetings dictated that no shareholders could speak.
And EMCOR shareholders have no right to act by written consent. EME shareholders gave 46% support to the 2021 written consent shareholder proposal. This 46% support can be placed on these nominations or re-nominations.considered a victory for the shareholder right to act by written consent. The 46% vote was achieved without pointing out the many flaws in the management statement of resistance next to the 2021. shareholder proposal.
Proxy access would “benefit bothThere were too many flaws in the markets2021 EME management statement of resistance to point out here. The management statement of resistance was 3-times as long as the proposal itself and corporate boardrooms, with little cost or disruption,” raising US market capitalization by upyet shareholders still gave 46% support.
If management continues to $140 billion. This is according to a cost-benefit analysisproduce flawed statements of resistance, financed by the Chartered Financial Analyst Institute, Proxy Access incorporate war chest, to shareholder proposal this may incentivize shareholders to spend money from their own pockets to issues corrections.
One example of a flawed EME management statement was the United States: Revisitingerroneous assumption that if EME management adopted the Proposed SEC Rule.2021 written consent proposal EME management would omit a provision for all shareholders to receive notice of written consent. However the 2021 shareholder written consent proposal would allow for all shareholders to receive notice.
Many companies provide for both a shareholder right to call a special shareholder meeting and a shareholder right to act by written consent. Southwest Airlines and Target are companies that do not provide for-shareholder written consent and yet provide for 10% of shares to call for a special shareholder meeting.
Please vote for an improved shareholder right to enhancecall a special shareholder value:meeting to help make up for our total lack of a right to act by written consent.
Please vote yes:
Special Shareholder Meeting Improvement - Proposal 4