FIXComfort Systems USA
Deals between FIX and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-09 reports that the one filed 2025-04-07 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-07.
Nothing new: every deal in this year's section was reported last year too.
The whole section 6 paragraphs, proxy filed 2026-04-09
Certain Relationships and Related Transactions“In March 2011, the Board adopted a written Related Person Transactions Policy that codifies the Company’s policies and procedures regarding the identification, review, consideration, and approval or ratification of “related person transactions.” For purposes of this policy only, a “related party transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company and any “related person” are, were, or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation directly paid to a Named Executive Officer or director for services provided directly to the Company in their role as an employee or director shall not be considered related person transactions under the policy. A “related person” is any executive officer, director, or more than 5% stockholder of the Company, including any immediate family members of such persons, and any entity owned or controlled by such persons.”
Read it in the proxy ↗
Certain Relationships and Related Transactions“Under the Company’s Related Person Transactions Policy, where a transaction has been identified as a potential related person transaction, the Company’s management shall present such potential related person transaction to the Audit Committee for review, consideration, and approval or ratification. The presentation shall include all information reasonably necessary for the Committee to determine the benefits of the related-party transaction and whether the related-party transaction is commercially comparable to an otherwise unrelated transaction of similar nature and management’s recommendation related thereto. This process is to be used for both approvals as well as ratifications under the policy.”
Read it in the proxy ↗
Interest of Certain Persons in Matters to Be Acted Upon“The Audit Committee, in approving or rejecting the proposed related person transaction, considers all the relevant facts and circumstances deemed relevant by and available to the Audit Committee, including, but not limited to (i) the risks, costs, and benefits to the Company, (ii) the impact on a director’s independence in the event the related person is a director, immediate family member of a director, or an entity with which a director is affiliated, (iii) the terms of the transaction, (iv) the availability of other sources for comparable services or products, and (v) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The Audit Committee approves only those related-party transactions that, in light of known circumstances, are in, or are not inconsistent with, the Company’s best interests and those of the Company’s stockholders, as the Audit Committee determines in the good faith exercise of its discretion. The Audit Committee approved the following related party transactions for fiscal year 2025: Gaurav Kapoor, a member of the Company’s Board of Directors, is the Chief Financial & Operations Officer of AECOM, an infrastructure consulting firm delivering professional services throughout a construction project lifecycle. The Company’s subsidiaries occasionally engage AECOM for services in the ordinary course of business. The total for all payments to AECOM by the Company or its subsidiaries was less than $250,000 in 2025. Mr. Kapoor was not involved in the decision-making process for any of the transactions with the Company’s subsidiaries.”
Read it in the proxy ↗
Interest of Certain Persons in Matters to Be Acted Upon“From time to time, the Company or its subsidiaries may have employees who are related to our executive officers or directors. The Company employed no such persons in 2025.”
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Interest of Certain Persons in Matters to Be Acted Upon“See the subsection above titled “Compensation and Human Capital Committee Interlocks and Insider Participation” for other information required to be disclosed here.”
Read it in the proxy ↗
Interest of Certain Persons in Matters to Be Acted Upon“The Named Executive Officers and directors of the Company do not have any substantial interest in the matters to be acted upon at the Annual Meetings, other than in their roles as officers or directors of the Company.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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