UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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. ☐
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Equity Grants
On September 29, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of CECO Environmental Corp. (the “Company”) granted to each of Peter Johansson, the Company’s SVP, Chief Financial and Strategy Officer, and Joycelynn Watkins-Asiyanbi, the Company’s SVP, Chief Administrative and Legal Officer, 47,247 and 41,341 performance-based restricted stock units (“PSUs”), respectively, under the Company’s 2021 Equity and Incentive Compensation Plan. The Committee made such grants to provide enhanced retention and performance incentives to each of Mr. Johansson and Ms. Watkins-Asiyanbi, with the form and terms of the equity grants being consistent with the equity grant made by the Committee to Todd Gleason, the Company’s Chief Executive Officer, earlier this year. The PSUs will vest on July 5, 2027 only if (i) Mr. Johansson or Ms. Watkins-Asiyanbi, as the case may be, is still employed by the Company at the vest date, and (ii) the Company’s stock price reaches at least $22.00 (with a 200% payout if the stock price reaches $35.00) for 20 or more consecutive trading days during the performance period (as such terms are documented within equity award agreements between the Company and each of Mr. Johansson and Ms. Watkins-Asiyanbi, respectively, dated September 29, 2023 (each, an “Equity Award Agreement”)). The foregoing description of the Equity Award Agreements is a summary only and is qualified in its entirety by reference to the full text of the Equity Award Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
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10.1 |
Equity Award Agreement between the Company and Peter Johansson, dated September 29, 2023
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10.2 |
Equity Award Agreement between the Company and Joycelynn Watkins-Asiyanbi, dated September 29, 2023
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104 |
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: October 5, 2023 |
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CECO Environmental Corp. |
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By: |
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/s/ Kiril Kovachev |
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Kiril Kovachev |
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Chief Accounting Officer |