8-K

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)

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. ☐

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

Exhibit Number	Exhibit Title
99.1 104	Press Release, CECO Environmental Corp. dated July 11, 2022 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: July 11, 2022	CECO Environmental Corp.
	By:	/s/ Matthew Eckl
		Matthew Eckl
		Chief Financial Officer

EX-99

 

CECO Environmental Appoints Robert E. Knowling, Jr. to its Board of Directors

DALLAS (July 11, 2022) -- CECO Environmental Corp. (Nasdaq: CECE), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment, and industrial equipment, today announced Robert E. Knowling, Jr. has joined its board of directors. In addition, the company announced board members Jonathan Pollack and Eric Goldberg retired from the board prior to the June 2022 shareholder meeting.

Knowling brings more than 30 years of experience in the telecommunications, technology and industrial sectors. He currently is chairman of Eagles Landing Partners and serves on the boards of Rite-Aid Corporation, Citrix Systems, and Stride. He formerly served on the boards of directors of Roper Technologies, Convergys Corporation, Heidrick & Struggles International, Ariba, Hewlett-Packard and Shell Oil Exploration.

“We are pleased to welcome Bob to the CECO organization, as his extensive background makes him a tremendous asset to the company,” said Jason DeZwirek, chairman, CECO Environmental. “I would also like to recognize and thank retiring board members Jonathan Pollack and Eric Goldberg for their decade of service on the board.”

Added CECO Chief Executive Officer Todd Gleason, “Bob brings a wealth of expertise formulating executable strategies and helping companies drive thoughtful and steady transformations. His involvement will be critical as CECO continues to take the company to the next level. I would also like to thank Jonathan and Eric as they provided invaluable input and support for our ongoing strategic progress.”

Knowling earned a Bachelor of Arts in theology from Wabash College and an MBA from Northwestern University’s Kellogg School of Management.

ABOUT CECO ENVIRONMENTAL

CECO Environmental is a global leader in industrial air quality and fluid handling serving a broad landscape of industrial and other niche markets. Providing innovative technology and application expertise, CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect our shared environment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom Engineered Systems for applications including power generation, petrochemical processing, general industrial, refining, midstream oil & gas, electric vehicle production, poly silicon fabrication, battery recycling, beverage can, and water/wastewater treatment along with a wide range of other applications. CECO is listed on Nasdaq under the ticker symbol "CECE." For more information, please visit www.cecoenviro.com.

Company Contact:

Matthew Eckl, Chief Financial Officer

(888) 990-6670

News Media:

Kimberly Plaskett, Corporate Communications Director

CECO-Communications@onececo.com

# # #

XML

Document and Entity Information	Jul. 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Entity Registrant Name	CECO ENVIRONMENTAL CORP.
Document Period End Date	Jul. 11, 2022
Entity Central Index Key	0000003197
Entity File Number	000-7099
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	13-2566064
Entity Address, Address Line One	14651 North Dallas Parkway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	214
Local Phone Number	357-6181
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	CECE
Security Exchange Name	NASDAQ