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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) December 16,
2025
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.) |
| 675
Bering Drive, Suite
400 |
|
|
| Houston,
Texas |
|
77057 |
| (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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
FIX |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b) and (c)
On December 19, 2025,
Comfort Systems USA, Inc. (the “Company”) announced that Trent T. McKenna will transition from his current role as the
Company’s Executive Vice President and Chief Operating Officer to the role of Company President and Chief Operating Officer, effective
January 1, 2026. In connection with his appointment as President and Chief Operating Officer, Mr. McKenna will be entitled to
receive an annual base salary equal to $850,000 and will have a target bonus opportunity equal to 115% of his base salary. In addition,
Mr. McKenna will receive a long-term incentive award, consisting of time-vesting restricted stock units and performance-vesting restricted
stock units, with a grant date value equal to 400% of his base salary, and will continue to participate in the Company’s Executive
Severance Policy on the terms specified therein.
Mr. McKenna’s age,
business experience and other related information is included in Part I, Item 4A of the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024 and is incorporated by reference herein. There are no other changes to Mr. McKenna’s
relationship with the Company.
On the same date, Laura F.
Howell announced her intention to retire as Senior Vice President, General Counsel and Secretary of the Company, effective December 31,
2025.
ITEM 7.01 Regulation FD Disclosure.
On December 19, 2025,
the Company issued a press release announcing Mr. McKenna, Ms. Howell and Ms. Eslicker’s transitions within the Company.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information furnished under Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Comfort Systems USA, Inc. dated December 19, 2025, announcing leadership transitions and appointments. |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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/ Laura F. Howell |
| |
|
Laura F. Howell |
| |
|
Senior Vice President and General Counsel |
Date: December 19, 2025
