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8-KThe WireRoutine

Shareholder Vote

Filed May 22, 2025 · 1y ago · Accession 0000950170-25-076046

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 20, 2025 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.) 5080 Spectrum Drive Suite 800E Addison , Texas 75001 (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 CECO 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 . ☐       Item 5.07. Submission of Matters to a Vote of Security Holders. On May 20, 2025, CECO Environmental Corp. (the “Company”) held its 2025 annual meeting of stockholders (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, on an advisory basis, the Company’s named executive officer compensation; (3) recommended, on an advisory basis, a frequency of every one year for future advisory votes to approve the Company’s named executive officer compensation; and (4) ratified the appointment of Deloitte & Touche LLP ("Deloitte") as the Company’s independent registered public accounting firm for fiscal 2025. The voting results at the Annual Meeting with respect to each of the matters described above were as follows: (1) The eight director nominees named in the proxy statement and standing for election were elected based upon the following votes: DIRECTOR NOMINEE   FOR     AGAINST     ABSTAIN     BROKER NON-VOTES   Jason DeZwirek     28,633,357       1,099,433       21,092       2,810,881   Todd Gleason     29,685,668       47,217       20,997       2,810,881   Robert E. Knowling, Jr.     29,658,485       63,675       31,722       2,810,881   Claudio A. Mannarino     29,680,400       48,155       25,327       2,810,881   Munish Nanda     29,482,623       243,678       27,581       2,810,881   Valerie Gentile Sachs     28,324,998       1,317,517       111,367       2,810,881   Laurie A. Siegel     29,121,881       606,559       25,442       2,810,881   Richard F. Wallman     29,677,009       56,018       20,855       2,810,881   (2) The Company’s named executive officer compensation was approved, on an advisory basis, as follows: FOR     AGAINST     ABSTAIN     BROKER NON-VOTES     28,679,259       1,025,229       49,394       2,810,881   (3) A frequency of one year for future advisory votes to approve the Company's named executive officer compensation was recommended, on an advisory basis, as follows: ONE YEAR     TWO YEARS     THREE YEARS     ABSTAIN     BROKER NON-VOTES     28,510,829       116,030       1,085,051       41,972       2,810,881     Following the stockholder vote on Proposal No. 3 described above, the Company's Board of Directors determined that a stockholder advisory vote regarding the compensation of the Company’s executive officers (“Say-on-Pay” vote) will be held each year at the Company’s Annual Meeting of Stockholders until the next advisory vote of stockholders is held regarding the frequency of stockholder Say-on-Pay votes. (4) The appointment of Deloitte as the Company’s independent registered public accounting firm for fiscal 2025 was ratified as follows: FOR     AGAINST     ABSTAIN     32,491,022       23,373       50,368       Item 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: May 22, 2025   CECO Environmental Corp.             By: /s/ Joycelynn Watkins-Asiyanbi       Joycelynn Watkins-Asiyanbi       SVP, Chief Administrative and Legal Officer and Corporate Secretary
Filing details
Ticker
CECO
CIK
3197
Form type
8-K
Filing date
May 22, 2025
Report date
May 20, 2025
Document
ceco-20250520.htm
Size
252 KB