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): July 11, 2022

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

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:

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.

On July 11, 2022, CECO Environmental Corp. (the “Company”) increased the size of the Board of Directors of the Company (the “Board”) from seven to eight directors and appointed Robert E. Knowling, Jr. to serve as a director of the Company. Mr. Knowling’s term will expire on the date of the Company’s 2023 Annual Meeting of Stockholders. The Board has determined that Mr. Knowling qualifies as an independent director under the applicable rules of the Nasdaq Stock Market LLC.

There is no arrangement or understanding between Mr. Knowling or any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Knowling has an interest requiring disclosure under Item 404(a) of Regulation S-K. For his service on the Board, Mr. Knowling will participate in the same compensation arrangements as the Company’s other non-employee directors, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2022.

Item 8.01 Other Events.

On July 11, 2022, the Company issued a press release announcing the appointment of Mr. Knowling as a director. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.