PROPOSAL NO. 8 — INDEPENDENT BOARD CHAIRPERSON
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 100 shares of Common Stock since July 1, 2014,John Chevedden has advised usnotified the Company that he intends towill present the following proposal for considerationbelow at ourthe 2023 Annual Meeting:
[EME — Rule 14a-8 Proposal, December 20, 2015]
Proposal No. 4—Shareholder Proxy Access
RESOLVED: Shareholders ask our board 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) 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 moreMeeting. Mr. Chevedden holds 50 shares of the Company’s outstanding common stock, including recallable loaned stock, continuously for at least three years before submittingCommon Stock. The Company will provide to stockholders the nomination;address of Mr. Chevedden upon request.
b) giveProposal 8 — Independent Board Chairman
Shareholders request that the Company, withinBoard of Directors adopt an enduring policy, and amend the time period identifiedgoverning documents as necessary in its bylaws, written noticeorder that 2 separate people hold the office of the information required byChairman and the bylaws and any Securities and Exchange Commission (SEC) rules about (i) the nominee, including consent to being named in proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and
c) certify that (i) it will assume liability stemming from any legal or regulatory violation arising outoffice of the Nominator’s communicationsCEO.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.
It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and EMCOR. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.
A Lead Director is no substitute for an independent Board Chairman. A lead director is not responsible for the strategic direction of the company. And a Chairman/CEO can ignore the advice and feedback from a lead director.
The EME lead director has only 5 duties some of which are shared with others:
Preside at Board meetings when the Chairman is absent.
(This may be rare 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 bestproliferation of its knowledge, the required shares were acquired in the ordinary course of business, not to change or influence controlZoom type meetings.)
Preside at the Company.
The Nominator may submit with the Disclosure a statement not exceeding 500 words in supportexecutive sessions of the nominee (the “Statement”). The Board should adopt procedures for promptly resolving disputes over whether noticeindependent directors.
Call meetings of a nomination was timely, whetherindependent directors. (A role that other directors also have.)
Serve as liaison between the Disclosure and Statement satisfy the bylaw and applicable federal regulations,Chairman and the priority givenindependent directors (A role that employees and directors may also share.)
Perform miscellaneous duties if so delegated.
Plus management fails to multiple nominations exceedinggive shareholders enough information on this topic to make a more informed decision . There is no management comparison of the one-quarter limit. No additional restrictions that do not apply to other board nominees should be placed on these nominations or re-nominations.
Proxy access would “benefit bothexclusive powers of the marketsOffice of the Chairman and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to $140 billion. This is according to a cost-benefit analysis by the Chartered Financial Analyst Institute, Proxy Access inde minimis exclusive powers of the United States: Revisiting the Proposed SEC Rule.Lead Director.
Please vote to enhance shareholder value:yes:
Independent Board Chairman - Proposal 8