-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyDwptHlA/Rjtd9Inqj0LVTz+JD//OovYl/Uj5jHA1vtKXZytA//FyORZrprneRd R8Y4xrOL/wwcjuPzTGUrGQ== 0001104659-06-023116.txt : 20060406 0001104659-06-023116.hdr.sgml : 20060406 20060406171753 ACCESSION NUMBER: 0001104659-06-023116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060401 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMFORT SYSTEMS USA INC CENTRAL INDEX KEY: 0001035983 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 760526487 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13011 FILM NUMBER: 06745854 BUSINESS ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138309600 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 a06-8620_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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)

April 1, 2006

 

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13011

 

76-0526487

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

777 Post Oak Boulevard, Suite 500

 

 

Houston, Texas

 

77056

(Address of principal executive offices)

 

(Zip Code)

 

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))

 

 


 

Item 1.01               Entry into a Material Definitive Agreement

 

Effective April 1, 2006, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Comfort Systems USA, Inc., a Delaware corporation (the “Company”) adopted the 2006 Incentive Compensation Plan for Executive Officers.  Under the plan, the maximum bonus payable to Messrs. Murdy, George, and Tanner is 100% of their respective base salaries, and the maximum amount payable to Ms. Shaeff is 50% of her base salary.  Messrs. Murdy, George and Tanner along with Ms. Shaeff are named executive officers of the Company.  A portion of each officer’s bonus is based upon a discretionary assessment of such executive’s performance.  For Messrs. Murdy, George and Tanner, the discretionary maximum is equal to 10% of their base salary; for Ms. Shaeff, the discretionary maximum is equal to 20% of her base salary.  The remaining portion of each officer’s bonus is subject to the Company achieving a minimum cash flow amount and is then calculated based upon the Company’s earnings before interest, taxes, depreciation and amortization.  The calculation begins once a minimum threshold is obtained and is then proportional to the amount by which the Company exceeds that threshold.  For Messrs. Murdy, George and Tanner, the calculated amount is equal to up to 90% of their base salary; for Ms. Shaeff, the calculated amount is equal to up to 30% of her base salary.

 

Effective April 1, 2006, the Equity Plans Committee of the Board of Directors of the Company approved awards of restricted stock to certain executive officers (the “2006 Awards”). The 2006 Awards were granted pursuant to the 1997 Long-Term Incentive Plan and will vest pursuant to the positive earning goals stated within the Restricted Stock Award Agreements over a three year term.

 

The 2006 Awards were granted to the following executives for the purpose of providing an incentive for those individuals to work for the Company’s long term success:

 

Name/Title

 

Stock Award Amount

 

 

 

 

 

William F. Murdy

 

50,000

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

William George, III

 

25,000

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

Thomas N. Tanner

 

25,000

 

Executive Vice President and Chief Operating Officer

 

 

 

 

 

 

 

Julie S. Shaeff

 

5,000

 

Senior Vice President and Chief Accounting Officer

 

 

 

 

The exact number of shares of restricted stock that will be issued to each of the executive officers listed above will depend upon whether certain  performance thresholds are achieved during the 12-month periods preceding the scheduled vesting dates in  2006, 2007 and 2008, which vesting percentages range from 0% to 100% of the target number of shares specified above.

 

2


 

Effective April 1, 2006, the Compensation Committee increased the base salary of Messrs. Murdy, George and Tanner and Ms. Shaeff. Mr. Murdy’s annual base salary was increased to $525,000. Messrs. George’s and Tanner’s annual base salaries were increased to $275,000. Ms. Shaeff’s annual base salary was increased to $180,000.

 

 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.

 

 

 

COMFORT SYSTEMS USA, INC.

 

 

 

 

 

By:

/s/ Trent T. McKenna

 

 

Trent T. McKenna, Vice President

 

 

and General Counsel

Date:     April 6, 2006

 

 

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