Form 8-K - Current report

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 13, 2024

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36541		46-5399422
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

797 Commonwealth Drive, Warrendale, Pennsylvania 15086

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 359-2100

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(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	LMB	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 5.07

Submission of Matters to a Vote of Security Holders.

On June 13, 2024, Limbach Holdings, Inc. (the “Company,” “our,” or “we”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy at the Annual Meeting represented 8,420,807 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company’s stockholders voted on the matters set forth below.

1.

Election of Directors

Our stockholders elected Michael M. McCann, Michael F. McNally, and David R. Gaboury as Class B directors of the Company to serve until the 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified. We set forth below the results of the stockholder vote for each director nominee:

Director	Votes For	Votes Withheld	Broker Non-Votes
Michael M. McCann	4,311,677	2,190,128	1,916,907
Michael F. McNally	4,218,364	2,255,541	1,916,907
David R. Gaboury	6,348,675	158,502	1,916,907

2.

Approval of the Compensation of our Named Executive Officers via a Non-Binding, Advisory Vote

Our stockholders approved, by a non-binding, advisory vote, the compensation of the named executive officers of the Company. We set forth below the results of the stockholder vote on this proposal:

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,238,798		159,836		105,266		1,916,907

3.

Ratification of Appointment of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. We set forth below the results of the stockholder vote on this proposal:

Votes For		Votes Against		Abstentions
8,224,122		76,615		120,070

Item 8.01

Other Events.

As of June 14, 2024, there are 11,268,086 shares of the Company’s common stock outstanding.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

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.

	LIMBACH HOLDINGS, INC.


	By:	/s/ Jayme L. Brooks
		Name: Jayme L. Brooks
		Title: Executive Vice President and Chief Financial Officer

Dated: June 14, 2024

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	001-36541
Entity Registrant Name	LIMBACH HOLDINGS, INC.
Entity Central Index Key	0001606163
Entity Tax Identification Number	46-5399422
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	797 Commonwealth Drive
Entity Address, City or Town	Warrendale
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15086
City Area Code	412
Local Phone Number	359-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	LMB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false