Form 8-K - Current report

Date: September 11, 2023

CECO Environmental Corp.

/s/ Joycelynn Watkins-Asiyanbi

Joycelynn Watkins-Asiyanbi

SVP, Chief Administrative and Legal Officer and Corporate Secretary

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): September 6, 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 6, 2023, 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 Laurie Siegel to serve as a director of the Company. In connection with Ms. Siegel's appointment to the Board, the Board also appointed her to the Compensation Committee of the Board. Ms. Siegel’s term will expire on the date of the Company’s 2024 Annual Meeting of Stockholders. The Board has determined that Ms. Siegel qualifies as an independent director under the applicable rules of the Nasdaq Stock Market LLC.

There is no arrangement or understanding between Ms. Siegel or any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Siegel has an interest requiring disclosure under Item 404(a) of Regulation S-K. For her service on the Board, Ms. Siegel 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 24, 2023.

Item 8.01 Other Events.

On September 11, 2023, the Company issued a press release announcing the appointment of Ms. Siegel 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 September 11, 2023 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.

Press Release

CECO Environmental Announces Appointment of Laurie A. Siegel to its Board of Directors

DALLAS (September 11, 2023) -- CECO Environmental Corp. (Nasdaq: CECO), a leading environmentally focused, diversified industrial company whose solutions protect people, the environment, and industrial equipment, today announced Laurie A. Siegel has joined its board of directors. In connection with Ms. Siegel's appointment to the Board, the Board also appointed her to the Compensation Committee of the Board.

Siegel brings more than 30 years of experience across diversified industrial companies, as well as leading consulting and advisory firms. Prior to founding LAS Advisory Services, she was the Chief Human Resource Officer at Tyco International during a decade of profound cultural and operational progress. Earlier in her career she held senior executive positions at Honeywell. She currently serves on the boards of Lumen Technologies and FactSet, where she chairs the Human Resource and Compensation Committee at both companies. She also serves on three not-for-profit boards, Direct Relief, Understood for All and KCLU public radio.

“We are pleased to welcome Laurie to the CECO organization, as her extensive background and broad industry experience makes her a tremendous asset to the company,” said Jason DeZwirek, chairman, CECO Environmental. “I look forward to working closely with her to help advance the CECO agenda to drive ongoing progress toward our growth and value creation goals.”

Added CECO Chief Executive Officer Todd Gleason, “Laurie brings a tremendous breadth of relevant industry experience as well as a deep understanding of how to develop and sustain high performance cultures. We are proud of the execution on our strategic programs over the past few years and by adding seasoned talent to our board of directors, such as Laurie, we are even more optimistic about our future.”

Siegel earned a Bachelor of Arts from the University of Michigan and a Master of City and Regional Planning from Harvard, as well as an MBA from Harvard Business School.

ABOUT CECO ENVIRONMENTAL

CECO Environmental is a leading environmentally focused, diversified industrial company, serving a broad landscape of industrial air, industrial water and energy transition markets across the globe through its key business segments: Engineered Systems and Industrial Process Solutions. Providing innovative technology and application expertise, CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and industrial equipment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom solutions for applications including power generation, petrochemical processing, general industrial, refining, midstream oil and 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 "CECO." Incorporated in 1966, CECO’s global headquarters is in Dallas, Texas. For more information, please visit www.cecoenviro.com.

Company Contact:

Peter K. Johansson, Chief Financial and Strategy Officer

(888) 990-6670

investor.relations@onececo.com

Investor Relations Contact:

Steven Hooser or Jean Marie Young

Three Part Advisors

Press Release

214-872-2710

Investor_Relations@OneCECO.com

News Media:

Kimberly Plaskett, Corporate Communications Director

CECO-Communications@onececo.com

# # #

Document and Entity Information	Sep. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Entity Registrant Name	CECO ENVIRONMENTAL CORP.
Document Period End Date	Sep. 06, 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