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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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.
On July 5, 2023, CECO Environmental Corp. (the “Company”) reported on a Form 8-K filed with the Securities and Exchange Commission that Paul Gohr, Chief Accounting Officer of the Company, would cease serving as Chief Accounting Officer. Mr. Gohr remained an employee of the Company through September 1, 2023 (the “Departure Date”) to facilitate a smooth and orderly transition of his responsibilities and was compensated in accordance with existing arrangements through the Departure Date. Kiril Kovachev succeeded Mr. Gohr as the Company’s Chief Accounting Officer, effective September 2, 2023.
On the Departure Date, Mr. Gohr and the Company entered into a written separation agreement and release (the “Separation Agreement”), providing for certain severance payments and benefits to Mr. Gohr and a general release of claims in favor of the Company.
Pursuant to the Separation Agreement, in exchange for Mr. Gohr’s execution and non-revocation of a general release of claims contained in the Separation Agreement (the “Release”), he will receive (subject to applicable taxes) certain compensation and benefits, consisting of: (1) accrued obligations to pay Mr. Gohr base salary through the Departure Date; (2) $144,800 as a lump sum cash severance payment, of which $20,000 is intended to cover outplacement services; (3) payments to the insurance carrier for Mr. Gohr’s benefit 6 months of taxable COBRA premiums for continued health care insurance coverage for Mr. Gohr and his family; and (4) subject to the good faith fulfillment of his transition duties, $66,473, representing a pro-rated portion of Mr. Gohr’s full-year 2023 annual cash incentive award target opportunity.
In addition, under the Separation Agreement, the Compensation Committee of the Company’s Board of Directors provided for Mr. Gohr to receive, contingent on the Release and compliance with applicable restrictive covenants, accelerated vesting and payout on the Departure Date of 18,506 service-based restricted stock units that were granted to Mr. Gohr on various dates across 2020, 2021 and 2022.
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: September 8, 2023 |
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CECO Environmental Corp. |
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By: |
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/s/ Joycelynn Watkins-Asiyanbi |
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Joycelynn Watkins-Asiyanbi |
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SVP, Chief Administrative and Legal Officer and Corporate Secretary |
Document and Entity Information |
Sep. 01, 2023 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Registrant Name | CECO ENVIRONMENTAL CORP. |
| Document Period End Date | Sep. 01, 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 |