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
Date of Report (Date of earliest event reported):
(Exact Name of registrant as specified in its charter)
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(Commission File Number) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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. ☐
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Equity Grants
On September 29, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of CECO Environmental Corp. (the “Company”) granted to each of Peter Johansson, the Company’s SVP, Chief Financial and Strategy Officer, and Joycelynn Watkins-Asiyanbi, the Company’s SVP, Chief Administrative and Legal Officer, 47,247 and 41,341 performance-based restricted stock units (“PSUs”), respectively, under the Company’s 2021 Equity and Incentive Compensation Plan. The Committee made such grants to provide enhanced retention and performance incentives to each of Mr. Johansson and Ms. Watkins-Asiyanbi, with the form and terms of the equity grants being consistent with the equity grant made by the Committee to Todd Gleason, the Company’s Chief Executive Officer, earlier this year. The PSUs will vest on July 5, 2027 only if (i) Mr. Johansson or Ms. Watkins-Asiyanbi, as the case may be, is still employed by the Company at the vest date, and (ii) the Company’s stock price reaches at least $22.00 (with a 200% payout if the stock price reaches $35.00) for 20 or more consecutive trading days during the performance period (as such terms are documented within equity award agreements between the Company and each of Mr. Johansson and Ms. Watkins-Asiyanbi, respectively, dated September 29, 2023 (each, an “Equity Award Agreement”)). The foregoing description of the Equity Award Agreements is a summary only and is qualified in its entirety by reference to the full text of the Equity Award Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
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10.1 |
Equity Award Agreement between the Company and Peter Johansson, dated September 29, 2023
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10.2 |
Equity Award Agreement between the Company and Joycelynn Watkins-Asiyanbi, dated September 29, 2023
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 5, 2023 |
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CECO Environmental Corp. |
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By: |
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/s/ Kiril Kovachev |
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Kiril Kovachev |
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Chief Accounting Officer |
Grantee: |
Peter K. Johansson |
Target Number of Restricted Stock Units “PRSUs”: |
47,247 |
Date of Grant: |
September 29, 2023 |
Vesting Date: |
July 5, 2027 |
CECO ENVIRONMENTAL CORP.
Performance-Based Restricted Stock Units Agreement
This PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth above (the “Date of Grant”) by and between CECO Environmental Corp., a Delaware corporation (the “Company”), and the individual named above (the “Grantee”).
The performance period commences on the Date of Grant and ends on (and is inclusive of) the Vesting Date. If the closing price for a share of Company stock as reported on the stock exchange on which the Company’s shares are then listed equals or exceeds one of the stock prices set forth below for twenty (20) or more consecutive trading days during the performance period, then the number of PRSUs that are earned shall be as follows:
Stock Price* |
% of PRSUs Earned** |
Less than $22.00 |
0% |
$22.00 |
100% |
$25.25 |
125% |
$28.50 |
150% |
$31.75 |
175% |
$35.00 |
200% |
* There is no payout interpolation between stock prices. For example, if the highest stock price during a period of twenty (20) consecutive trading days is $32.23, then 175% of the number of PRSUs shall be earned.
**Any PRSUs that do not Vest will be forfeited, including if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. To the extent that, after certifying the achievement of the applicable Performance Goals, the Committee determines that the PRSUs were not earned, the PRSUs shall be immediately forfeited. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries or authorized leaves of absences.
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CECO ENVIRONMENTAL CORP.
By: /s/ Todd R. Gleason
Name: Todd R. Gleason
Title: Chief Executive Officer
Grantee Acknowledgment and Acceptance
By: /s/ Peter K. Johansson
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Grantee: |
Joycelynn Watkins-Asiyanbi |
Target Number of Restricted Stock Units “PRSUs”: |
41,341 |
Date of Grant: |
September 29, 2023 |
Vesting Date: |
July 5, 2027 |
CECO ENVIRONMENTAL CORP.
Performance-Based Restricted Stock Units Agreement
This PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth above (the “Date of Grant”) by and between CECO Environmental Corp., a Delaware corporation (the “Company”), and the individual named above (the “Grantee”).
The performance period commences on the Date of Grant and ends on (and is inclusive of) the Vesting Date. If the closing price for a share of Company stock as reported on the stock exchange on which the Company’s shares are then listed equals or exceeds one of the stock prices set forth below for twenty (20) or more consecutive trading days during the performance period, then the number of PRSUs that are earned shall be as follows:
Stock Price* |
% of PRSUs Earned** |
Less than $22.00 |
0% |
$22.00 |
100% |
$25.25 |
125% |
$28.50 |
150% |
$31.75 |
175% |
$35.00 |
200% |
* There is no payout interpolation between stock prices. For example, if the highest stock price during a period of twenty (20) consecutive trading days is $32.23, then 175% of the number of PRSUs shall be earned.
**Any PRSUs that do not Vest will be forfeited, including if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. To the extent that, after certifying the achievement of the applicable Performance Goals, the Committee determines that the PRSUs were not earned, the PRSUs shall be immediately forfeited. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries or authorized leaves of absences.
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CECO ENVIRONMENTAL CORP.
By: /s/ Todd R. Gleason
Name: Todd R. Gleason
Title: Chief Executive Officer
Grantee Acknowledgment and Acceptance
By: /s/ Joycelynn Watkins-Asiyanbi
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Document and Entity Information |
Sep. 29, 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. 29, 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 |
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