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): June 5, 2023

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	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. ☐

5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2023, CECO Environmental Corp. (the "Company") held its 2023 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 2023. The voting results at the Annual Meeting with respect to each of the matters described above were as follows:

(1)The seven 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		23,361,539		358,922		28,583		4,393,458
Todd Gleason		23,469,440		261,519		18,085		4,393,458
Robert E. Knowling, Jr.		23,614,935		115,851		18,258		4,393,458
Claudio A. Mannarino		22,106,554		1,621,065		21,425		4,393,458
Munish Nanda		23,542,091		188,051		18,902		4,393,458
Valerie Gentile Sachs		23,338,253		390,244		20,547		4,393,458
Richard F. Wallman		23,358,594		371,324		19,126		4,393,458

(2)The Company’s named executive officer compensation was approved on an advisory basis as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	23,365,770		306,260		77,014		4,393,458

(3)The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified as follows:

FOR		AGAINST		ABSTAIN
	27,944,482		147,440		50,580

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: June 7, 2023	CECO Environmental Corp.
	By:	/s/ Paul M. Gohr
		Paul M. Gohr
		Chief Accounting Officer

XML

Document and Entity Information	Jun. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Entity Registrant Name	CECO ENVIRONMENTAL CORP.
Document Period End Date	Jun. 05, 2023
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	CECO
Security Exchange Name	NASDAQ