8-K
0000003197false00000031972022-06-082022-06-08

 

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): June 8, 2022

 

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

 

 

Delaware

 

000-7099

 

13-2566064

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

14651 North Dallas Parkway

Suite 500

Dallas, TX

 

75254

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (214) 357-6181

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

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CECE

The NASDAQ Stock Market LLC

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.

 

 

 


5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2022, CECO Environmental Corp. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders: 1) elected each of the seven director nominees listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders and until his or her successor is elected and duly qualified; 2) approved, on an advisory basis, the Company’s named executive officer compensation; and 3) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2022. The voting results at the Annual Meeting with respect to each of the matters described above were as follows:

1.
The seven director nominees named in the proxy statement and standing for election were elected based upon the following votes:

DIRECTOR NOMINEE

 

FOR

 

 

WITHELD

 

 

BROKER NON-VOTES

 

Jason DeZwirek

 

 

25,785,886

 

 

 

1,709,433

 

 

 

3,571,396

 

Todd Gleason

 

 

26,964,336

 

 

 

530,983

 

 

 

3,571,396

 

David B. Liner

 

 

24,062,131

 

 

 

3,433,188

 

 

 

3,571,396

 

Claudio A. Mannarino

 

 

24,827,567

 

 

 

2,667,752

 

 

 

3,571,396

 

Munish Nanda

 

 

26,965,067

 

 

 

530,252

 

 

 

3,571,396

 

Valerie Gentile Sachs

 

 

26,635,849

 

 

 

859,470

 

 

 

3,571,396

 

Richard F. Wallman

 

 

27,142,987

 

 

 

352,332

 

 

 

3,571,396

 

2.
The Company’s named executive officer compensation was approved on an advisory basis as follows:

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

BROKER NON-VOTES

 

 

26,980,761

 

 

 

464,369

 

 

 

50,189

 

 

 

3,571,396

 

3.
The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2022 was ratified as follows:

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

30,855,469

 

 

 

179,383

 

 

 

31,863

 

 

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

 

 

104

 

Cover Page Interactive Data File (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.

 

 

 

Date: June 10, 2022

 

 

 

CECO Environmental Corp.

 

 

 

 

 

 

 

 

By:

 

/s/ Matthew Eckl

 

 

 

 

 

 

Matthew Eckl

 

 

 

 

 

 

Chief Financial Officer