COMFORT SYSTEMS USA INC
For the period ended May 18, 2026. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 18, 2026 · Filed Apr 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Comfort Systems USA, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
ANNUAL STOCKHOLDER MEETING
MONDAY, May 18, 2026
11:00 A.M. CENTRAL TIME
THE HOUSTONIAN HOTEL
111 NORTH POST OAK LANE, HOUSTON, TEXAS 77024
We build legacies.
| Comfort Systems USA is composed of more than 50 operating companies in approximately 190 locations across the United States. We are a leading building and service provider for mechanical, electrical, and plumbing building systems. Our national footprint provides us the ability to meet your objectives to build and maintain safe, comfortable, and efficient facilities. Across the United States, companies turn to Comfort Systems | USA for our unparalleled expertise in mechanical and electrical services, process piping, modular construction, controls, energy efficiency, and countless other nonresidential building renovation and service needs. We focus on a long-term approach by emphasizing safety and sustainability in everything we do. You can count on Comfort Systems USA to integrate planning, engineering, and implementation to provide you with a customized approach to all your complex building needs. |
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WE BUILD LEGACIES
WITH OUR
CUSTOMERS
by safely installing and maintaining their most critical building systems
PEOPLE
by providing the tools and paths for individual career achievement
ACQUISITIONS
by preserving and advancing their life’s work
OUR VALUES
Be safe.
Be honest.
Be respectful.
Be innovative.
Be collaborative.
Our values define, inform, and guide the way we operate on a daily basis, both within the company and in the communities where we do business.
Comfort Systems USA, Inc. 9753 Katy Freeway, Suite 700 Houston, Texas 77024
Message from
our Chair and CEO
Franklin Myers IBrian E. Lane IApril 9, 2026
To our Stockholders:
You are cordially invited to attend the Annual Meeting of the Stockholders of Comfort Systems USA, Inc., which will be held on Monday, May 18, 2026 at 11:00 a.m. Central Time.
Information about the meeting is presented on the following pages. At this meeting, you are being asked to elect the ten directors nominated by the board to serve until the next annual meeting; to ratify the appointment of Deloitte & Touche LLP, independent auditors, as the Company’s auditors for 2026; and to approve, by stockholder non-binding advisory vote, the compensation paid by the Company to its named executive officers, commonly referred to as a “Say on Pay” proposal.
Please read the proxy statement, which presents important information about the Company and each of the items being presented for stockholder vote. Whether or not you intend to be present in person, when you have finished reading the statement, please submit your vote promptly by telephone or internet, which saves the Company money, or by marking, signing, and returning your proxy card in the enclosed envelope so that your shares will be represented.
We hope that many of you will be able to attend the meeting in person. We look forward to seeing you there.
Sincerely yours,
| Franklin Myers Chair of the Board | Brian E. Lane Chief Executive Officer |
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April 9, 2026
| Whether or not you intend to be present in person, please vote as soon as possible so that your shares will be represented. Please read the proxy statement, which presents important information about the Company and each of the items being presented for stockholder vote. | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 18, 2026. This proxy statement and the 2025 Annual Report are available at http://proxy.comfortsystemsusa.com. |
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| | 2026 Proxy Statement | 1 |
| Monday, May 18, 2026 11:00 a.m. Central Time The Houstonian 111 North Post Oak Lane Houston, Texas 77024 | NOTICE of Annual Meeting of Stockholders |
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NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Comfort Systems USA, Inc., a Delaware corporation (the “Company”), will be held:
Monday, May 18, 2026 11:00 a.m. Central Time
The Houstonian 111 North Post Oak Lane Houston, Texas 77024
Stockholders of record at the close of business on March 19, 2026 are entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
Rachel Eslicker
Corporate Secretary
Houston, Texas
April 9, 2026
ITEMS OF BUSINESS
| 1 | To elect the following ten (10) directors nominated by the Board of Directors (the “Board”) to serve until the 2027 Annual Meeting of Stockholders |
| ● | Darcy G. Anderson | ● | Herman E. Bulls |
| ● | Rhoman J. Hardy | ● | Gaurav Kapoor |
| ● | Brian E. Lane | ● | Pablo G. Mercado |
| ● | Franklin Myers | ● | William J. Sandbrook |
| ● | Constance E. Skidmore | ● | Cindy L. Wallis-Lage |
| 2 | To ratify the appointment of Deloitte & Touche LLP, independent auditors, as the Company’s auditors for 2026 |
| 3 | To hold a non-binding advisory vote on the compensation paid by the Company to its named executive officers for 2025 (the “Named Executive Officers”), commonly referred to as a “Say on Pay” proposal |
| 4 | To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof |
We are not aware of any other business to come before the Annual Meeting. Any action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned or postponed. Stockholders of record at the close of business on March 19, 2026 are entitled to notice of, and to vote at, the Annual Meeting. In the event that there are not enough votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order to permit our further solicitation of proxies.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE EITHER FOLLOW THE DIRECTIONS FOR PHONE OR INTERNET VOTING ON YOUR PROXY CARD OR SIGN, DATE, AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.
| REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | ||||
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| Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other intermediary to see which voting methods are available to you. | INTERNET Visit the website on your proxy card | BY TELEPHONE Call the telephone number on your proxy card | BY MAIL Sign, date, and return your proxy card in the enclosed envelope | IN PERSON Attend the annual meeting in Houston, Texas |
| 2 | | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.