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  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

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 the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

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(2)

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(3)

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(4)

Date Filed:

 

 

 

 


 

SUPPLEMENT TO PROXY STATEMENT
FOR THE
2012 ANNUAL MEETING OF COMFORT SYSTEMS USA, INC. STOCKHOLDERS

 

On April 9, 2012, Comfort Systems USA, Inc. (the “Company”) filed a proxy statement (the “Proxy Statement”) for its 2012 annual meeting of stockholders (the “Annual Meeting” to be held on Thursday, May 17, 2012, at 10:00 am Central time, at the Hilton Houston Post Oak, 2001 Post Oak Boulevard, Houston, Texas 77056. The Proxy Statement included a proposal to approve the Company’s 2012 Equity Incentive Plan (the “Plan”).

 

On May 4, 2012, Institutional Shareholder Services, Inc. (“ISS”) published a proxy analysis and vote recommendation for the Annual Meeting. The proposal to approval the Plan received an unfavorable recommendation from ISS because the shareholder value transfer, as determined by ISS, was greater than ISS’s company-specific allowable cap.

 

The information provided below provides additional disclosure about the options, warrants and rights outstanding under the Company’s current equity compensation plans to address a concern that ISS expressed. As of December 31, 2011, the Company had zero shares of time-vested restricted stock that had been granted but remained unvested. The Company has not changed the total number of securities to be issued upon exercise of outstanding options, warrants and rights “with respect to any compensation plan and individual compensation arrangement of the [Company] (or parent, subsidiary or affiliate of the [Company])” as required by paragraph (d) and Instruction 1 thereto of Item 201 of Regulation S-K. The Company has simply included language making its disclosure more clear. The Company’s clarifying language is contained in footnote (1) to the Equity Compensation Plan Information table and is set forth in bold print below.

 

Equity Compensation Plan Information

 

The following table sets forth information about the Company’s equity compensation plans as of December 31, 2011.

 

Plan
Category

 

Number of
Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a)

 

Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(b)

 

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column
(a))
(c)

 

Equity compensation plans approved by security holders

 

1,414,790

(1)

$

10.84

(2)

1,111,183

 

Equity compensation plans not approved by security holders

 

—

 

—

 

—

 

Total

 

1,414,790

 

 

 

1,111,183

(3)

 

(1)                                  Includes 359,178 shares of performance stock and zero shares of time-vested stock that have been granted but remain unvested as of December 31, 2011. The Company has no other securities to be issued upon exercise of outstanding options, warrants or rights.

 

(2)                                  Shares of unvested restricted stock are not factored into this average.

 

(3)                                  1,001,183 shares of which are part of a fungible share plan, which means that each share granted that is not an option and/or SAR is counted against the plan as one and six-tenths (1.6) shares. If the 2012 Plan is approved by stockholders at the Annual Meeting, the Company will make all grants following the date of the Annual Meeting out of the 2012 Plan, and will not make any further grants under the 2006 Equity Plan or the NED Plan, under which the remaining available shares number provided in this table are available.

 


 

If you have already returned your proxy card or voted your proxy over the Internet and would like to change your vote on any matter, you may do so by (i) returning to the Company another properly signed proxy bearing a later date, (ii) delivering a written revocation to the Secretary of the Company no later than the close of business on May 16, 2012, or (iii) attending the Annual Meeting or any adjourned session thereof and voting the shares covered by the proxy in person. If your stock is held in street name, you must follow the instructions of the broker, bank, or nominee as to how to change your vote. If you would like to obtain proxy materials or have any questions, you should contact us at 713.830.9600 or HVAC@comfortsystemsusa.com.

 

This Supplement to the Proxy Statement is being released on or about May 8, 2012, and should be read in conjunction with the Proxy Statement. The information contained in this Supplement to the Proxy Statement modifies or supersedes any inconsistent information contained in the Proxy Statement. The information provided above may be deemed “additional soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended.

 

 

By Order of the Board of Directors,

 

 

TRENT T. MCKENNA

 

Corporate Secretary

 

 

Houston, Texas

 

May 8, 2012