8-K Reports
CECO ENVIRONMENTAL CORP
CIK

3197

Accepted

May 22, 2025, 11:32 AM

Accession

0000950170-25-076046

5.07 Submission of Matters to a Vote of Security Holders
9.01 Financial Statements and Exhibits
Items (2)

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 20, 2025, CECO Environmental Corp. (the “ Company”) held its 2025 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders: (1) elected each of the eight director nominees listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders and until his or her successor is elected and duly qualified; (2) approved, on an advisory basis, the Company’s named executive officer compensation; (3) recommended, on an advisory basis, a frequency of every one year for future advisory votes to approve the Company’s named executive officer compensation; and (4) ratified the appointment of Deloitte & Touche LLP ("Deloitte") as the Company’s independent registered public accounting firm for fiscal 2025. 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 ────────────────────────────────────────────────────────────────────────────────────── Jason DeZwirek 28,633,357 1,099,433 21,092 2,810,881 Todd Gleason 29,685,668 47,217 20,997 2,810,881 Robert E. Knowling, Jr. 29,658,485 63,675 31,722 2,810,881 Claudio A. Mannarino 29,680,400 48,155 25,327 2,810,881 Munish Nanda 29,482,623 243,678 27,581 2,810,881 Valerie Gentile Sachs 28,324,998 1,317,517 111,367 2,810,881 Laurie A. Siegel 29,121,881 606,559 25,442 2,810,881 Richard F. Wallman 29,677,009 56,018 20,855 2,810,881 (2) The Company’s named executive officer compensation was approved, on an advisory basis, as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES ───────────────────────────────────────────────────────────────────────────────────────────────────────────────── 28,679,259 1,025,229 49,394 2,810,881 (3) A frequency of one year for future advisory votes to approve the Company's named executive officer compensation was recommended, on an advisory basis, as follows: ONE YEAR TWO YEARS THREE YEARS ABSTAIN ───────────────────────────────────────────────────────────────────────────────────────────────────────────────── 28,510,829 116,030 1,085,051 41,972 Following the stockholder vote on Proposal No. 3 described above, the Company's Board of Directors determined that a stockholder advisory vote regarding the compensation of the Company’s executive officers (“ Say-on-Pay” vote) will be held each year at the Company’s Annual Meeting of Stockholders until the next advisory vote of stockholders is held regarding the frequency of stockholder Say-on-Pay votes. (4) The appointment of Deloitte as the Company’s independent registered public accounting firm for fiscal 2025 was ratified as follows: FOR AGAINST ABSTAIN ───────────────────────────────────────────────────────────────────────── 32,491,022 23,373 50,368

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description ───────────────────────────────────────────────────────────────────────────────────────────────── 104 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. Date: May 22, 2025 CECO Environmental Corp. ───────────────────────────────────────────────────────────────────────────────────────────────────── By: /s/ Joycelynn Watkins-Asiyanbi Joycelynn Watkins-Asiyanbi SVP, Chief Administrative and Legal Officer