8-K

Date: June 10, 2022

CECO Environmental Corp.

/s/ Matthew Eckl

Matthew Eckl

Chief Financial Officer

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:

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

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

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.

SEC Form 8-K filed by CECO Environmental Corp.