0001564590-19-021896.txt : 20190606 0001564590-19-021896.hdr.sgml : 20190606 20190606154837 ACCESSION NUMBER: 0001564590-19-021896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190605 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190606 DATE AS OF CHANGE: 20190606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CECO ENVIRONMENTAL CORP CENTRAL INDEX KEY: 0000003197 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 132566064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07099 FILM NUMBER: 19882450 BUSINESS ADDRESS: STREET 1: 14651 NORTH DALLAS PARKWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (513) 458-2600 MAIL ADDRESS: STREET 1: 4625 RED BANK ROAD STREET 2: SUITE 200 CITY: CINCINNATI STATE: OH ZIP: 45227 FORMER COMPANY: FORMER CONFORMED NAME: API ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALARM PRODUCTS INTERNATIONAL INC DATE OF NAME CHANGE: 19851210 8-K 1 cece-8k_20190605.htm 8-K cece-8k_20190605.htm

 

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 reported):  June 5, 2019

 

 

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
Dallas, Texas

 


75254

(Address of Principal Executive Offices)

 

(Zip Code)

(Registrant’s Telephone Number, Including Area Code): (214) 357-6181

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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. ◻

 

 

 

 

 

 

5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2019, CECO Environmental Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, stockholders of the Company considered:  1) the election of the eight director nominees named in the proxy statement; 2) an advisory vote to approve the Company’s named executive officer compensation; 3) an advisory vote to recommend the frequency of future advisory votes to approve named executive officer compensation; and 4) the ratification of the Company’s independent registered public accounting firm for fiscal 2019. 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

 

 

WITHHELD

 

 

BROKER NON-VOTES

 

Jason DeZwirek

 

 

24,397,603

 

 

 

2,053,357

 

 

 

4,349,815

 

Dennis Sadlowski

 

 

25,576,454

 

 

 

874,506

 

 

 

4,349,815

 

Eric M. Goldberg

 

 

26,237,821

 

 

 

213,139

 

 

 

4,349,815

 

David B. Liner

 

 

25,784,725

 

 

 

666,235

 

 

 

4,349,815

 

Claudio A. Mannarino

 

 

26,092,329

 

 

 

358,631

 

 

 

4,349,815

 

Munish Nanda

 

 

26,235,116

 

 

 

215,844

 

 

 

4,349,815

 

Jonathan Pollack

 

 

22,845,027

 

 

 

3,605,933

 

 

 

4,349,815

 

Valerie Gentile Sachs

 

 

26,100,518

 

 

 

350,442

 

 

 

4,349,815

 

 

2.

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

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

BROKER NON-VOTES

 

 

26,244,221

 

 

 

160,148

 

 

 

46,591

 

 

 

4,349,815

 

 

3.

The Company’s frequency of future advisory votes for named executive officer compensation was recommended on an advisory basis as follows:

1 YEAR

 

 

2 YEAR

 

 

3 YEAR

 

 

ABSTAIN

 

 

BROKER NON-VOTES

 

 

24,159,603

 

 

 

223,068

 

 

 

2,023,888

 

 

 

44,401

 

 

 

4,349,815

 

 

4.

The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2019 was ratified as follows:

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

30,345,895

 

 

 

439,478

 

 

 

15,402

 


 

 

 

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 6, 2019

CECO Environmental Corp.

 

 

 

By:/s/ Matthew Eckl
Matthew Eckl
Chief Financial Officer