COMFORT SYSTEMS USA INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
FIX$1,113.23+9.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
**ITEM 16.**Form 10-K Summary
None.
INDEX OF EXHIBITS
| · · · · Incorporated by Referenceto the Exhibit Indicated Belowand to the Filing with theCommission Indicated Below | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Description of Exhibits · ExhibitNumber · Filing or File Number | ||||||
| 3.1 | | Second Amended and Restated Certificate of Incorporation of the Registrant | | 3.1 | | 333-24021 |
| 3.4 | | Certificate of Amendment dated May 20, 2016 | | 3.1 | | May 20, 2016Form 8-K |
| 3.5 | | Amended and Restated Bylaws of Comfort Systems USA, Inc. | | 3.1 | | March 25, 2016 Form 8-K |
| 4.1 | | Form of certificate evidencing ownership of Common Stock of the Registrant | | 4.1 | | 333-24021 |
| *10.1 | | Employment Agreement between the Company, Eastern Heating & Cooling, Inc. and Alfred J. Giardinelli, Jr. | | 10.1 | | Second Quarter 2003Form 10-Q |
| *10.2 | | Form of Comfort Systems USA, Inc. Executive Severance Policy | | 10.3 | | First Quarter 2008Form 10-Q |
| *10.3 | | Form of Directors and Officers Indemnification Agreement | | 10.1 | | May 19, 2009Form 8-K |
| 10.4 | | Second Amended and Restated Credit Agreement by and among Comfort Systems USA, Inc., as Borrower and Wells Fargo Bank, National Association, as Administrative Agent/Wells Fargo Securities LLC, as Sole Lead Arranger and Sole Lead Book Runner/Bank of Texas, N.A., Capital One, N.A., and Regions Bank as Co-Syndication Agent/and Certain Financial Institutions as Lenders | | 10.1 | | July 22, 2010Form 8-K/A |
| 10.5 | | Stock Purchase Agreement, dated July 28, 2010 | | 10.1 | | July 30, 2010Form 8-K |
| 10.6 | | Amendment No. 1 to Second Amended and Restated Credit Agreement, Second Amended and Restated Security Agreement, and Second Amended and Restated Pledge Agreement | | 10.1 | | Third Quarter 2011Form 10-Q |
| 10.7 | | Amendment No. 2 to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents | | 10.1 | | Second Quarter 2013Form 10-Q |
| *10.8 | | Form of Option Award under the Comfort Systems USA, Inc. 2012 Equity Incentive Plan | | 10.33 | | 2014 Form 10-K |
| 10.9 | | Amendment No. 3 to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents | | 10.1 | | Third Quarter 2014Form 10-Q |
| 10.10 | | Agreement and Plan of Merger between the Company and Dyna Ten Corporation, dated April 7, 2014 | | 10.1 | | April 9, 2014Form 8-K |
| *10.11 | | Form of Amended Change in Control Agreement | | 10.1 | | Third Quarter 2015Form 10-Q |
| 10.12 | | Amendment No. 4 to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents | | 10.40 | | 2015 Form 10-K |
| *10.13 | | Form of 2016 Stock Option Notice | | 10.3 | | March 25, 2016Form 8-K |
| *10.14 | | Resignation and General Release Agreement between the Company and James Mylett, dated as of January 10, 2017 | | 10.1 | | January 11, 2017Form 8-K |
| 10.15 | | Stock Purchase Agreement, dated February 21, 2017, by and among the Company, BCH, the Selling Shareholders and Daryl Blume, in his capacity as representative of the Selling Shareholders | | 2.1 | | February 23, 2017Form 8-K |
| · · · · Incorporated by Referenceto the Exhibit Indicated Belowand to the Filing with theCommission Indicated Below | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Description of Exhibits · ExhibitNumber · Filing or File Number | ||||||
| 10.16 | | Form of Promissory Note, dated April 1, 2017, issued by the Company in favor of each of the Selling Shareholders | | 10.1 | | April 3, 2017Form 8-K |
| *10.17 | | 2017 Omnibus Incentive Plan | | A | | April 10, 2017Proxy Statement |
| *10.18 | | 2017 Senior Management Annual Performance Plan | | B | | April 10, 2017Proxy Statement |
| *10.19 | | Form of Restricted Stock Unit Agreement under the Company’s 2012 Equity Incentive Plan | | 10.2 | | First Quarter 2017Form 10-Q |
| *10.20 | | Form of Stock Option Notice under the Company’s 2012 Equity Incentive Plan | | 10.3 | | First Quarter 2017Form 10-Q |
| *10.21 | | Form of Dollar-denominated Performance Restricted Stock Unit Agreement under the Company’s 2012 Equity Incentive Plan | | 10.4 | | First Quarter 2017Form 10-Q |
| *10.22 | | Form of Restricted Stock Unit Agreement under the Company’s 2017 Omnibus Incentive Plan | | 10.1 | | First Quarter 2018Form 10-Q |
| *10.23 | | Form of Stock Option Notice under the Company’s 2017 Omnibus Incentive Plan | | 10.2 | | First Quarter 2018Form 10-Q |
| *10.24 | | Form of Dollar-denominated Performance Restricted Stock Unit Agreement under the Company’s 2017 Omnibus Incentive Plan | | 10.3 | | First Quarter 2018Form 10-Q |
| 10.25 | | Amendment No. 5 to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents | | 10.1 | | Second Quarter 2018Form 10-Q |
| 10.26 | | Purchase Agreement, dated February 21, 2019, by and among the Company, Walker, the Shareholder Sellers and Scott Walker, in his capacity as representative of the Shareholder Sellers | | 2.1 | | February 26, 2019Form 8-K |
| 10.27 | | Amendment No. 6 to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents | | 10.56 | | 2019 Form 10-K |
| 10.28 | | Agreement and Plan of Merger dated as of March 9, 2020 among Comfort Systems USA, Inc., OSC Acquisition Corp., TAS Energy Inc., and Element Partners II, L.P., as Stockholder Representative | | 2.1 | | March 13, 2020Form 8-K |
| *10.29 | | Resignation and General Release Agreement between Comfort Systems USA, Inc. and Terrence Young, dated as of January 18, 2022 | | 10.1 | | January 19, 2022Form 8-K |
| 10.30 | | Third Amended and Restated Credit Agreement dated as of May 25, 2022 by and among Comfort Systems USA, Inc., as Borrower, the Lenders listed on the signature pages thereof, and Wells Fargo Bank, National Association, as Agent for the Lenders | | 10.1 | | May 27, 2022Form 8-K/A |
| *10.31 | | Form of Restricted Stock Unit Agreement with a Blank Vesting Schedule under the Company’s 2017 Omnibus Incentive Plan | | 10.2 | | Second Quarter 2022Form 10-Q |
| *10.32 | | Form of Restricted Stock Unit Agreement with Revisions under the Company’s 2017 Omnibus Incentive Plan | | 10.1 | | First Quarter 2023 Form 10-Q |
| *10.33 | | Form of Dollar-denominated Performance Restricted Stock Unit Agreement with Revisions under the Company’s 2017 Omnibus Incentive Plan | | 10.2 | | First Quarter 2023 Form 10-Q |
| *10.34 | | Form of Restricted Stock Unit Agreement without “Rule of 75” Vesting under the Company’s 2017 Omnibus Incentive Plan | | 10.34 | | Filed Herewith |
| 21.1 | | List of subsidiaries of Comfort Systems USA, Inc. | | | | Filed Herewith |
| 23.1 | | Consent of Deloitte & Touche LLP | | | | Filed Herewith |
| 31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | Filed Herewith |
| 31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | Filed Herewith |
| 32.1 | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | Furnished Herewith |
| | | | | Incorporated by Referenceto the Exhibit Indicated Belowand to the Filing with theCommission Indicated Below | ||
| ExhibitNumber | Description of Exhibits | ExhibitNumber | Filing or File Number | |||
| 32.2 | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | Furnished Herewith |
| 97 | | Comfort Systems USA, Inc. Policy for Recoupment of Incentive Compensation | | | | Filed Herewith |
| 101.INS | | Inline XBRL Instance Document | | | | Filed Herewith |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | Filed Herewith |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | Filed Herewith |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | Filed Herewith |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | Filed Herewith |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | Filed Herewith |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) | | | | |
| | | | | | | |
| * | Management contract or compensatory plan. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
|---|---|---|
| | COMFORT SYSTEMS USA, INC. | |
| | | |
| | By: | /s/ BRIAN E. LANE |
| | | Brian E. Lane |
| | | President and Chief Executive Officer |
| Date: February 22, 2024 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | |||
|---|---|---|---|---|---|
| | | | | | |
| /s/ Brian E. Lane | | President, Chief Executive Officer, and | | February 22, 2024 | |
| Brian E. Lane | | Director (Principal Executive Officer) | | | |
| | | | | | |
| /s/ William George | | Executive Vice President and Chief Financial | | February 22, 2024 | |
| William George | | Officer (Principal Financial Officer) | | | |
| | | | | | |
| /s/ Julie S. Shaeff | | Senior Vice President and Chief Accounting | | February 22, 2024 | |
| Julie S. Shaeff | | Officer (Principal Accounting Officer) | | | |
| | | | | | |
| /s/ Franklin Myers | | Chairman of the Board | | February 22, 2024 | |
| Franklin Myers | | | | | |
| | | | | | |
| /s/ Darcy G. Anderson | | Director | | February 22, 2024 | |
| Darcy G. Anderson | | | | | |
| | | | | | |
| /s/ Herman E. Bulls | | Director | | February 22, 2024 | |
| Herman E. Bulls | | | | | |
| | | | | | |
| /s/ RHOMAN J. HARDY | | Director | | February 22, 2024 | |
| Rhoman J. Hardy | | | | | |
| | | | | | |
| /s/ Pablo G. Mercado | | Director | | February 22, 2024 | |
| Pablo G. Mercado | | | | | |
| | | | | | |
| /s/ William J. Sandbrook | | Director | | February 22, 2024 | |
| William J. Sandbrook | | | | | |
| | | | | | |
| /s/ Constance E. Skidmore | | Director | | February 22, 2024 | |
| Constance E. Skidmore | | | | | |
| | | | | | |
| /s/ Vance W. Tang | | Director | | February 22, 2024 | |
| Vance W. Tang | | | | | |
| | | | | | |
| /s/ Cindy L. Wallis-Lage | | Director | | February 22, 2024 | |
| Cindy L. Wallis-Lage | | | | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.