CECO Environmental Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below under Item 5.07 of this Current Report on Form 8-K, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of CECO Environmental Corp. (the “Company”), held on May 20, 2024, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to provide for exculpation of certain officers of the Company in limited circumstances as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “Amendment”). The Company’s Board of Directors had previously approved the Amendment. To effect the Amendment, on May 20, 2024, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, and the Certificate of Amendment became effective on that date. A more complete description of the Amendment is set forth in “Proposal 2 - Approval of the Amendment to Our Certificate of Incorporation to Incorporate Delaware Law Provisions Regarding Officer Exculpation” in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 10, 2024. Each of that description and the foregoing summary of the Amendment and the Certificate of Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As discussed above under Item 5.03, on May 20, 2024, the Company held the Annual Meeting. At the Annual Meeting, the Company's stockholders: (1) elected each of the eight 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 the amendment to the Company’s Certificate of Incorporation to incorporate Delaware law provisions regarding officer exculpation, as discussed in Item 5.03 above; (3) approved, on an advisory basis, the Company’s named executive officer compensation; and (4) ratified the appointment of BDO USA, P.C. (f/k/a BDO USA, LLP) as the Company’s independent registered public accounting firm for fiscal 2024. The voting results at the Annual Meeting with respect to each of the matters described above were as follows:
DIRECTOR NOMINEE |
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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Jason DeZwirek |
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25,763,336 |
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1,386,032 |
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19,352 |
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3,394,663 |
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Todd Gleason |
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27,054,730 |
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95,218 |
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18,772 |
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3,394,663 |
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Robert E. Knowling, Jr. |
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27,044,271 |
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104,850 |
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19,599 |
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3,394,663 |
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Claudio A. Mannarino |
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26,966,186 |
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182,707 |
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19,827 |
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3,394,663 |
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Munish Nanda |
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25,868,812 |
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1,149,917 |
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149,991 |
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3,394,663 |
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Valerie Gentile Sachs |
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24,938,041 |
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2,212,093 |
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18,586 |
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3,394,663 |
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Laurie A. Siegel |
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27,110,459 |
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25,118 |
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33,143 |
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3,394,663 |
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Richard F. Wallman |
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26,427,168 |
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707,337 |
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34,215 |
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3,394,663 |
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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24,337,617 |
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2,777,718 |
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53,385 |
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3,394,663 |
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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26,668,319 |
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431,341 |
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69,060 |
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3,394,663 |
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FOR |
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AGAINST |
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ABSTAIN |
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30,247,700 |
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263,274 |
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52,409 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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3.1
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Certificate of Amendment to the Certificate of Incorporation of CECO Environmental Corp. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: May 22, 2024 |
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CECO Environmental Corp. |
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By: |
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/s/ Joycelynn Watkins-Asiyanbi |
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Joycelynn Watkins-Asiyanbi |
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SVP, Chief Administrative and Legal Officer and Corporate Secretary |