UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2021, CECO Environmental Corp. (the “Company”) increased the size of the Board of Directors of the Company (the “Board”) from eight to nine directors and appointed Richard F. Wallman to serve as a director of the Company. Mr. Wallman’s term will expire on the date of the Company’s 2022 Annual Meeting of Stockholders. The Board has determined that Mr. Wallman qualifies as an independent director under the applicable rules of the Nasdaq Stock Market LLC.
The is no arrangement or understanding between Mr. Wallman or any other person pursuant to which he was elected as a director. There are no transactions in which Mr. Wallman has an interest requiring disclosure under Item 404(a) of Regulation S-K. For his service on the Board, Mr. Wallman will be entitled to the same compensation arrangements as the Company’s other non-employee independent and non-affiliated directors, as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 15, 2021.
Item 8.01 Other Events.
On November 8, 2021, the Company issued a press release announcing the appointment of Mr. Wallman 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 | Press Release of CECO Environmental Corp. dated November 8, 2021. | |
| 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: November 8, 2021 | CECO Environmental Corp. | |||||
| By: | /s/ Matthew Eckl | |||||
| Matthew Eckl | ||||||
| Chief Financial Officer | ||||||