Comfort Systems USA Inc.

Comfort Systems USA Inc. - DEF 14A

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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

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		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

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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.

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.

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Comfort Systems USA, Inc.
9753 Katy Freeway, Suite 700
Houston, Texas 77024

Message from
our Chair and CEO

Franklin Myers I Brian E. Lane I April 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

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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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


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:
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


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PROXY SUMMARY	4
2026 Annual Meeting of Stockholders	4
Governance Overview	5
Overview of Audit Matters	8
Stockholder Engagement and Compensation Overview	9

GENERAL MEETING INFORMATION	10

PROPOSAL 1: ELECTION OF DIRECTORS	14
Board of Directors	14
Information with Respect to Nominees for Director	14
Meetings of the Board and Committees	20
Corporate Governance	24
Director Compensation for 2025	27

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS	29
Relationship with Independent Auditors	29

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31

COMPENSATION DISCUSSION AND ANALYSIS	33
Overview	33
2025 Performance Highlights	34
Leadership Transitions	34
Compensation and Governance Practices	34
Consideration of Stockholder Advisory Vote	35
Compensation Philosophy and Objectives	35
Use of Tally Sheets	37
Chief Executive Officer Compensation	37
Elements of Compensation	38
Allocation Among Compensation Elements	39
Change in Control and Severance Benefits	48
Stock Ownership Requirements	48
Executive Compensation Recovery, or “Clawback,” Policy	49
Anti-Hedging/Pledging Policy	49
Equity Award Policy and Practices	49
Risk Considerations in our Compensation Policies	49
Impact of Accounting and Tax Treatment on Compensation	49

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT	50

SUMMARY OF EXECUTIVE COMPENSATION	51
Summary Compensation Table	51
GRANTS OF PLAN-BASED AWARDS	53

EQUITY AWARDS	54

OUTSTANDING EQUITY AWARDS AT YEAR-END	55

OPTION EXERCISES AND STOCK VESTED	57

PENSION BENEFITS	57

NONQUALIFIED DEFERRED COMPENSATION	57

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	58
Summary of Potential Payments	59

EQUITY COMPENSATION PLAN INFORMATION	61

RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN COMPANY EMPLOYEE COMPENSATION	62

PAY VS. PERFORMANCE	63
Pay vs. Performance Table	63
Company-selected Measures	65
Analysis of the Information Presented in the Pay vs. Performance Table	65

REPORT OF THE AUDIT COMMITTEE	68

OTHER INFORMATION	69
Compensation and Human Capital Committee Interlocks and Insider Participation	69
Delinquent Section 16(a) Reports	69
Householding of Stockholder Materials	69
Certain Relationships and Related Transactions	69
Interest of Certain Persons in Matters to Be Acted Upon	70
Stockholder Proposals for the 2027 Annual Meeting	70
Other Business	70
Form 10-K and Annual Report to Stockholders	70

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Proxy Summary

2026 Annual Meeting of Stockholders


TIME AND DATE	LOCATION	RECORD DATE
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

Voting Matters and our Board’s Recommendations

Proposal		Board’s Recommendation		See Page
1	Election of the ten director nominees for a one-year term		FOR each director nominee	14
2	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026		FOR	29
3	Advisory vote to approve the compensation of the Company’s Named Executive Officers		FOR	30

In addition to these matters, stockholders may be asked to vote on such other business as may properly come before our 2026 annual meeting of stockholders.

How to Vote

Stockholders of Record

Have your proxy card available and follow the instructions.			Beneficial Owners
	By Telephone	Call toll-free 1-800-PROXIES (1-800-776-9437) in the U.S. or 1-201-299-4446 from outside the country	If you are a beneficial owner and your shares are held by a bank, broker, or other intermediary, you should follow the instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the internet, availability and specific procedures will depend on their voting arrangements.
	By Internet	Visit, 24/7, www.voteproxy.com
	By Mail	Complete, date, and sign your proxy card and send by mail in the enclosed postage-paid envelope
	By Mobile Device	Scan the QR code

The deadline to vote by phone or by internet is 10:59 p.m. Central Time on May 17, 2026. If you vote by phone or electronically, you do not need to return a proxy card.


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Proxy Summary

Governance Overview

Governance Overview

Director Nominees

							Committee Membership
Name & Principal Occupation		Age	Director Since	Independent	Other Current Public Company Boards	Audit	Compensation & Human Capital	Nominating, Governance, & Sustainability
	DARCY G. ANDERSON Vice Chairman, Hillwood Management	69	2008		0
	HERMAN E. BULLS Vice Chairman, Americas and International Director, JLL	70	2001		2
	RHOMAN J. HARDY Former Sr. Vice President, Shell USA, Inc.	57	2023		1
	GAURAV KAPOOR Chief Financial & Operations Officer, AECOM	48	2024		0
	BRIAN E. LANE CEO, Comfort Systems USA	69	2010		1
	PABLO G. MERCADO CFO, S&S Activewear	49	2018		0
	FRANKLIN MYERS CEO, HF Sinclair CHAIR OF THE BOARD SINCE 2014	73	2005		1
	WILLIAM J. SANDBROOK Executive Chairman, Andretti Acquisition Corp. II	68	2018		2
	CONSTANCE E. SKIDMORE Former Managing Partner and Board Member, PwC	74	2012		1
	CINDY L. WALLIS-LAGE Former Executive Director, Sustainability & Resilience, Black & Veatch	63	2021		1

Committee chair

Committee member

Audit Committee financial expert


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Proxy Summary

Governance Overview

Snapshot of Director Nominees

		INDEPENDENCE				DIVERSITY



		AGE				TENURE

Board Qualifications Matrix

		Senior Leadership Experience
		Other Public Company Board Experience
		Finance / Accounting Experience
		Commercial Building / Industrial Construction / Service Experience
		Marketing / Business Development / M&A Experience
		Human Capital Management / Compensation Experience
		Technology / Cybersecurity / Innovation Experience
		Legal / Compliance Experience
		Corporate Governance Experience
		Diversity*
* 2 female directors and 4 directors who self-identify as racially / ethnically diverse


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Proxy Summary

Governance Overview

Our Governance Practices

CORPORATE GOVERNANCE HIGHLIGHTS
	9 of our 10 continuing directors are independent	Active oversight of strategic and risk management issues
	All committees are solely comprised of independent board members	Stock ownership guidelines for directors and executives
	Annual elections of the Board	Annual review and succession planning
	Our Board balances fresh thinking and new perspectives with institutional knowledge and stability	No overboarding
	Annual Board self-evaluations to evaluate performance and effectiveness	Focus on creating long-term value for our stockholders
	Regular investor outreach and engagement to discuss our performance, governance policies, and other topics: during 2025, executive officers held more than 230 meetings, including those held during the course of 14 investor conferences and 12 roadshows	New director orientation and ongoing education
	Policy to address the resignation of a director nominee who receives more votes “withheld” than votes “for” his or her election in an uncontested election	Mandatory retirement policy following a director’s 75th birthday

Sustainability and Corporate Responsibility

Our commitment to sustainability

Everyone at Comfort Systems USA shares a responsibility for doing business ethically and in a sustainable manner, preserving our good name. We ensure that this responsibility applies at every level in our organization, and everyone, from corporate officers to members of our Board of Directors to our field personnel, is responsible for overseeing these efforts. We are committed to promoting sustainable business practices.

INDUSTRY COMPLIANCE

OSHA COMPLIANCE

9 CERTIFICATIONS

● LEED^®Accredited

● Six Sigma Methodology

● Refrigerant Handling

● Medical Certification

● ASSE 6010 Certified Medical Gas Installers

● Certified Cross Connection Control Testers

● ASME and NB Accredited

● ASHE Healthcare Construction

● Certificate — National Environmental Balancing Bureau

0.93 OSHA Recordable Rate

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Proxy Summary

Overview of Audit Matters


SAFETY		HUMAN CAPITAL
We focus on company-wide accident prevention, not just OSHA compliance. We believe safety has more to do with what is in the minds of our workers and the hearts of our management. Our employees receive comprehensive training and certification in OSHA 10-Hour Safety. Managers and supervisors receive OSHA 30-hour safety training. We also provide our employees with the safety equipment they need to perform their work. Our Think 5 x 5 initiative increases worker awareness and enhances the company culture to “Safely take 5 seconds and 5 steps back” to think about their surroundings and work area to make sure it is a safe environment. We strictly adhere to all federal, state, and local regulations.		We provide opportunities for personal and professional growth and development and invest in leadership training, mentoring, and succession planning initiatives to equip our future leaders for generations to come. We have created in-house training courses specific to leadership, communication, relationship management, diversity and inclusion, ethics and conduct in the workplace, and many more key competencies for our employees’ development.


ENVIRONMENT		CONTINUOUS IMPROVEMENT
We believe that the work we perform to optimize and upgrade systems and to enable wise controls allows our customers to reduce their energy use, which in turn reduces our nation’s carbon footprint. Our emphasis on environmental stewardship and improving productivity drives our effort to become more energy efficient. We strive to minimize our environmental impacts through Board oversight, regulatory compliance, ongoing improvement investments, local specialists, and community group involvement. Our Board supplies high-level oversight of our corporate sustainability performance and material sustainability issues, as applicable, through the Nominating, Governance, and Sustainability Committee, which reviews and advises on updates from our internal Sustainability Committee, made up of a diverse set of corporate leadership, on at least a bi-annual basis.		We have invested in the experts, training, and internal and external knowledge transfer to ensure that we are properly scaling, achieving true buildability, and fundamentally and continuously improving our design capabilities to meet our customers’ evolving requirements. We are improving productivity by increasing use of innovative techniques in prefabrication, project design, and planning, as well as in coordination and production methods. Our investments in design and building information modeling enable us to collaborate with our customers to achieve reliable and energy efficient construction outcomes and to eliminate unnecessary waste. We work to identify, develop, and implement new materials, products, and methods that can achieve greater productivity and more efficient and sustainable outcomes.


OUR COMMUNITIES		DIVERSITY AND INCLUSION
We believe in making a positive difference in people’s lives and maintaining the health and welfare of the communities where we live and work. We promote, encourage, and support a diverse range of corporate social responsibility activities. Our employees’ involvement in the many initiatives we support is integral to the success of our impact in the communities where we operate.		We are an equal opportunity employer, and we welcome and celebrate our teams’ differences, experiences, and beliefs. We expect all employees to be treated with dignity and respect in an environment free from discrimination and harassment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, veteran status, genetic information, or any other protected class. Supporting our employees and representing the communities we serve are important to our leadership team. Diversity and inclusion is a competitive advantage that helps drive growth and innovation. The Compensation and Human Capital Committee of our Board of Directors provides oversight on our diversity and inclusion strategy.

Overview of Audit Matters

The Audit Committee has re-appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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Proxy Summary

Stockholder Engagement and Compensation Overview

Stockholder Engagement and Compensation Overview

Stockholder Engagement

Throughout the year, we meet regularly with investors and actively seek their input on topics related to our performance and our compensation and governance policies, as well as a wide variety of other topics on which they may have feedback, so that we may address any questions or concerns of our stockholders. We value our stockholders’ input and welcome feedback through our ongoing engagement practices. Our stockholders are generally supportive of our executive compensation program, which is summarized below, as evidenced by our historically high levels of support for say-on-pay proposals.

2025 Outreach

230+ meetings

Including those held at
14 investor conferences and 12 roadshows

HISTORICAL SAY-ON-PAY APPROVAL

Compensation Objectives

●	Provide competitive total compensation consistent with job scope, experience, and related skills
●	Link bonus opportunities to the Company’s performance
●	Grant equity compensation at competitive levels, a significant portion of which is performance-based
●	Avoid unnecessary and imprudent risks
●	Attract and motivate talented executive officers and minimize turnover of senior-level Company employees, which contributes to the stability and continuity of senior leadership

Compensation Highlights

COMPENSATION PRACTICES
	A majority of each executive officer’s compensation is at-risk (i.e., variable and not fixed).*	Executive officers and directors are subject to stock ownership requirements.
	A majority of each executive officer’s compensation is tied to the Company’s financial performance and/or stock price.*	The Company has adopted a compensation clawback policy and an anti-hedging/pledging policy that apply to all executive officers.
	50% of each executive officer’s equity awards are subject to the Company achieving specific performance goals over a 3-year time horizon.*	The Compensation and Human Capital Committee and management routinely engage with independent third parties, including an independent compensation consultant and the Company’s stockholders, to advise and provide feedback on executive compensation matters.

*	Assuming target performance is achieved, when applicable, and based on grant date values of annual equity awards.

Pay-For-Performance

Total Target Compensation Mix

Chief Executive Officer		Average of Other Named Executive Officers

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General Meeting Information


TIME AND DATE	LOCATION	RECORD DATE

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.

Why am I receiving this Proxy Statement?

The enclosed proxy is solicited by the Board of Directors (the “Board”) of Comfort Systems USA, Inc. (the “Company”) for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be voted at the Annual Meeting. This proxy statement and the enclosed proxy are first being provided to stockholders on or about April 9, 2026.

When and where is the 2026 Annual Meeting of Stockholders?

The Annual Meeting will be held at The Houstonian, 111 North Post Oak Lane, Houston, Texas 77024, at 11:00 a.m. Central Time on Monday, May 18, 2026, and at any reconvened meetings after any adjournments or postponements thereof.

Who can vote?

The holders of record of shares of the Company’s common stock, $.01 par value per share (“Common Stock”), at the close of business on March 19, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

How do I vote?

If you are a record stockholder, you may vote in person at the Annual Meeting or by proxy. You may submit your vote by proxy by providing your voting instructions by internet or telephone or by signing, dating, and returning a proxy card. The instructions for each method of voting are on the proxy card. If you wish to vote in person at the meeting, be sure to bring a form of personal picture identification with you.

What are the voting rights of holders of Common Stock?

Each share of Common Stock is entitled to one vote on each matter before the Annual Meeting.

What are my voting choices and what is the required vote?

By giving us your proxy, you authorize the persons named on the proxy card to vote your shares in the manner you indicate at the Annual Meeting or at any adjournments or postponements thereof.

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General Meeting Information

Proposal	Voting Choices	Board Recommendation	Voting Details and Applicable Policies	Withholding, Abstaining, and Broker Non-Votes
1 Election of Directors In the vote on the election of director nominees nominated by the Board of Directors to serve until the 2027 Annual Meeting, stockholders may:	● Vote for all nominees ● Withhold authority from the proxy holders to vote for all nominees ● Vote for all nominees except those specified	FOR all nominees	The Board recommends a vote FOR all nominees. If a quorum is present, the ten nominees for election as directors receiving the greatest number of votes properly cast at the Annual Meeting, or at any adjournments or postponements thereof, will be elected. The Company has a policy to address the resignation of an incumbent director who receives more votes “withheld” than votes “for” his or her election. See the subsection titled “Director Resignation Policy” below.	Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of the election.
2 Ratification of Auditors In the vote on whether to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for the year ending December 31, 2026, stockholders may:	● Vote for ratification ● Vote against ratification ● Abstain from voting on ratification	FOR	The Board recommends a vote FOR ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will be required to ratify the appointment of the independent auditors.	Abstentions will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote.
3 “Say on Pay” Vote In the non-binding advisory vote on whether to approve the compensation paid by the Company to its named executive officers, stockholders may:	● Vote for approval ● Vote against approval ● Abstain from voting on the approval	FOR	The Board recommends a vote FOR approval. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will constitute the stockholders’ non-binding approval with respect to the Company’s executive compensation program. The Board and the Compensation and Human Capital Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.	Abstentions and broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote.


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General Meeting Information

What constitutes a quorum?

A quorum is the minimum number of shares required to hold a meeting. Consistent with Delaware law and the Company’s Bylaws, the holders of a majority in number of the total outstanding shares of stock of the Company entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum as to that matter. As of the Record Date, 35,183,967 shares of Common Stock, representing the same number of votes, were outstanding. Therefore, the presence of holders of Common Stock representing at least 17,591,984 votes will be required to establish a quorum.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in street name?

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company (formerly American Stock Transfer & Trust Company), you are considered the stockholder of record with respect to those shares, and the accompanying Notice of Annual Meeting was sent directly to you by the Company.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Annual Meeting was forwarded to you by your bank, broker, or other intermediary. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares FOR the nominees listed in Proposal 1, FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s auditors for 2026 in Proposal 2, and FOR approval with respect to the Company’s executive compensation program in Proposal 3.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under New York Stock Exchange (“NYSE”) rules, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters (including uncontested director elections and “Say on Pay”). If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter (including uncontested director elections and “Say on Pay”), the organization that holds your shares will inform our election inspectors that it does not have the authority to vote on this matter with respect to your shares and your shares will not be voted. This is generally referred to as a “broker non-vote.” When our election inspectors tabulate the votes for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present but will not otherwise be counted. We encourage you to provide voting instructions to the organization that holds your shares.

Can I change my vote after I return my proxy card?

Yes. A proxy may be revoked by a record stockholder at any time before it is voted 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 17, 2026, 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.

Who pays to prepare, mail, and solicit the proxies?

The Company will pay the expense of soliciting proxies. In addition to the solicitation of proxies by use of the mails, the Company may use the services of its officers, directors, and regular employees as well

SEC Form DEF 14A filed by Comfort Systems USA Inc.