CECO ENVIRONMENTAL CORP
Items (4)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of The information set forth under Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 to the extent applicable. As discussed below, the stockholders approved the CECO Equity Plan Proposal at the Annual Meeting, which is effective as of May 27, 2026. The 2026 Plan succeeds the existing CECO Environmental Corp. 2021 Equity and Incentive Compensation Plan (the “2021 Plan”). The 2026 Plan provides for the grant of up to (i) 3,350,000 shares of Company Common Stock, plus (ii) the shares remaining available for future grant under the 2021 Plan as of May 27, 2026. The foregoing description of the 2026 Plan and the summary contained in the Joint Proxy Statement/Prospectus do not purport to be complete and are qualified in their entirety by reference to the full text of the 2026 Plan, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders On May 27, 2026, the Company held its 2026 annual meeting of stockholders (the “ Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered the proposals described in detail in the joint proxy statement/prospectus, dated April 23, 2026, included in the registration statement on Form S-4 filed by the Company with the Securities and Exchange Commission (File No. 333-294924), which was declared effective by the Securities and Exchange Commission on April 22, 2026 (the “ Joint Proxy Statement/Prospectus”) including the proposals set forth below relating to the Merger Agreement. The final voting results for each matter submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. There were 35,873,031 shares of theCompany’s common stock, par value $0.01 per share (“ Company Common Stock”)outstanding and entitled to vote on April 17, 2026, the record date for the Annual Meeting, and 33,328,446 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which number constituted a quorum.
Item 7.01 Regulation FD Disclosure On May 28, 2026, the Company issued a press release announcing the results of its stockholder meeting held on May 27, 2026 in connection with the Mergers. A copy of the press release is furnished herewith as Exhibit 99.1. The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Exhibit Description Number 99.1 Press Release, dated May 28, 2026, furnished herewith. ───────────────────────────────────────────────────────────────────────────────────── 10.1 CECO Environmental Corp. 2026 Equity And Incentive Compensation Plan 104 Cover Page Interactive Data File (formatted as Inline XBRL) Forward-Looking Statements