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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 27, 2026
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.) |
5080 Spectrum Drive,
East Tower, Suite 800E
Addison, Texas 75001 |
| (Address of principal executive
offices, including zip code) |
(214) 357-6181
(Registrant’s telephone number, including area code)
N/A
(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, 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. ¨
As previously disclosed, on February 23, 2026, CECO Environmental
Corp., a Delaware corporation (“CECO” or the “Company”), Longhorn Merger Sub, Inc., a Delaware corporation and
a direct wholly-owned subsidiary of the Company (“Merger Sub Inc.”), Longhorn Merger Sub LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of the Company (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger
Subs”), and Thermon Group Holdings, Inc., a Delaware corporation (“Thermon”), entered into an Agreement and Plan of
Merger (as amended, supplemented, or restated, the “Merger Agreement”), pursuant to which, among other matters, and subject
to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) Merger Sub Inc. will merge with and into Thermon,
with Thermon continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “First Merger”),
and (ii) Thermon, as the surviving corporation of the First Merger, will merge with and into Merger Sub LLC, with Merger Sub LLC being
the surviving entity of the merger (the “Second Merger” and, together with the First Merger, the “Mergers”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
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 the Company’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.
CECO Stock Issuance Proposal: To approve the issuance
of shares of Company Common Stock, constituting the stock consideration to be issued to stockholders of Thermon in the First Merger contemplated
by the Merger Agreement, and other shares of Company Common Stock to be issued in the mergers or reserved for issuance in connection with
the mergers (the “CECO Stock Issuance Proposal”).
This proposal was approved by the requisite vote of the Company’s
stockholders.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 29,620,269 |
|
18,904 |
|
37,796 |
|
3,651,477 |
The approval of the CECO Stock Issuance Proposal satisfies one of the
conditions to the closing of the mergers contemplated by the Merger Agreement. The closing of the Mergers remains subject to the satisfaction
or waiver of the remaining closing conditions set forth in the Merger Agreement.
CECO Adjournment Proposal: To adjourn the Annual Meeting,
if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve the CECO Stock Issuance Proposal
at the time of the Annual Meeting.
Because the CECO Stock Issuance Proposal was approved,
the CECO Adjournment Proposal was rendered moot and was not voted upon at the Annual Meeting.
CECO Director Election Proposal: To elect the eight
director nominees named in the Joint Proxy Statement/Prospectus and standing for election to serve as directors of the Company, each for
a term that will continue until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified.
Each of the eight director nominees named in the
Joint Proxy Statement/Prospectus were elected by the requisite vote of the Company’s stockholders.
| Director Nominee |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| Jason DeZwirek |
|
29,105,504 |
|
563,205 |
|
8,260 |
|
3,651,477 |
| Todd Gleason |
|
29,425,442 |
|
244,111 |
|
7,416 |
|
3,651,477 |
| Robert E. Knowling, Jr. |
|
29,484,835 |
|
86,250 |
|
105,844 |
|
3,651,477 |
| Claudio A. Mannarino |
|
29,421,081 |
|
250,168 |
|
5,720 |
|
3,651,477 |
| Munish Nanda |
|
29,447,863 |
|
219,409 |
|
9,697 |
|
3,651,477 |
| Valerie Gentile Sachs |
|
28,646,518 |
|
995,444 |
|
35,007 |
|
3,651,477 |
| Laurie A. Siegel |
|
29,064,318 |
|
606,928 |
|
5,723 |
|
3,651,477 |
| Richard F. Wallman |
|
29,556,782 |
|
108,181 |
|
12,006 |
|
3,651,477 |
Advisory Vote on Executive Compensation: To approve,
on a non-binding advisory basis, the compensation of the Company’s named executive officers.
This advisory proposal was approved by the requisite
vote of the Company’s stockholders.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 28,796,258 |
|
851,472 |
|
29,239 |
|
3,651,477 |
CECO Equity Plan Proposal: To approve the CECO Environmental
Corp. 2026 Equity and Incentive Compensation Plan (the “2026 Plan,” and the proposal, the “CECO Equity Plan Proposal”).
This proposal was approved by the requisite vote
of the Company’s stockholders.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 27,473,337 |
|
2,179,518 |
|
24,114 |
|
3,651,477 |
CECO Auditor Ratification Proposal: To ratify the
appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
This proposal was approved by the requisite vote
of the Company’s stockholders.
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 33,242,024 |
|
36,043 |
|
50,379 |
|
0 |
| 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
Number |
|
Exhibit Description |
| 10.1 |
|
CECO Environmental Corp. 2026 Equity And Incentive Compensation Plan |
| 99.1 |
|
Press Release, dated May 28, 2026, furnished herewith. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of
historical fact, included in this Form 8-K that address events, or developments that CECO and Thermon expect, believe, or anticipate will
or may occur in the future are forward-looking statements. The words “intend,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, but are not
limited to, statements regarding the Mergers and other transactions contemplated by the Merger Agreement. All forward-looking statements
are based on assumptions that CECO or Thermon believe to be reasonable but that may not prove to be accurate. Such forward-looking statements
are based on assumptions and analyses made by CECO and Thermon in light of their perceptions of current conditions, expected future developments,
and other factors that CECO and Thermon believe are appropriate under the circumstances. These statements are subject to a number of known
and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual events may be materially
different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Current Report on
Form 8-K speak as of the date of this Current Report on Form 8-K. Neither CECO nor Thermon undertakes, and each of them expressly disclaims,
any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required
by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
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.
| |
CECO Environmental Corp. |
| |
|
| Date: May 28, 2026 |
By: |
/s/ Kiril Kovachev |
| |
|
Kiril Kovachev |
| |
|
Chief Accounting Officer |
Exhibit 99.1
CECO Environmental and Thermon Group Holdings
Announce that their respective Stockholders Approved the Strategic Combination and Provide Update on Election Results
ADDISON, Texas, and AUSTIN, Texas, May 28, 2026 – CECO Environmental
Corp. (Nasdaq: CECO) (“CECO”) and Thermon Group Holdings, Inc. (NYSE: THR) (“Thermon”) announced that both
companies’ stockholders overwhelmingly voted to approve the previously announced strategic combination at their respective stockholder
meetings held earlier today.
Preliminary results showed that approximately 99.93% of votes cast
at CECO’s annual meeting were voted in favor of the transaction, and nearly 99.97% of the votes cast at Thermon’s meeting
were in support of the combination. The final voting results will be reported in each of the company’s respective Form 8-K
filings with the U.S. Securities and Exchange Commission.
“We appreciate the strong support from both companies’
stockholders and remain excited about bringing together complementary environmental and thermal capabilities to create a scaled platform
of mission-critical solutions,” said Todd Gleason, Chief Executive Officer of CECO. “We look forward to completing the transaction
in the coming days and realizing the compelling benefits of this combination for our shareholders, customers, employees and stakeholders.”
“The vote from today’s meeting reflects the confidence
our stockholders have in the strategic rationale of this combination,” said Bruce Thames, President and Chief Executive Officer
of Thermon. “We are proud of what Thermon has built and look forward to joining the CECO team and expanding our capabilities to
better serve our customers.”
The transaction is expected to close on or around June 1, 2026,
subject to the satisfaction of customary closing conditions. The parties also announced the results of the elections made by Thermon stockholders
of record regarding the form of consideration they wish to receive in exchange for their shares of Thermon common stock in connection
with the transaction. As previously disclosed, the deadline to have made such an election was 5:00 p.m. Central Time on May 22,
2026 (the “Election Deadline”). As further described in the election materials and in the parties’ joint proxy statement/prospectus
dated April 23, 2026, each Thermon stockholder will be entitled to receive, for each share of Thermon common stock held immediately
prior to the closing of the transaction, one of the following forms of merger consideration: (i) $63.89 in cash, without interest
(the “Cash Consideration”); (ii) 0.8110 of a share of CECO common stock (the “Stock Consideration”); or (iii) a
combination of $10.00 in cash, without interest, and 0.6840 of a share of CECO common stock (the “Mixed Consideration”). The
Cash Consideration and Stock Consideration are subject to proration as set forth in the merger agreement.
Based on the final results of the merger consideration election:
| · | Thermon stockholders of record of approximately 41.18% of the outstanding
shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the merger
agreement, each such outstanding share of Thermon common stock will be converted into the right to receive approximately $1.48 in cash
and 0.7920 of a share of CECO common stock per share of Thermon common stock; |
| · | Thermon stockholders of record of approximately 6.50% of the outstanding
shares of Thermon common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the merger
agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $63.89 in cash per share of
Thermon common stock (without proration); and |
| · | Thermon stockholders of record of approximately 19.22% of the outstanding
shares of Thermon common stock elected to receive the Mixed Consideration and, in accordance with the merger agreement, each such outstanding
share of Thermon common stock will be converted into the right to receive $10.00 in cash and 0.6840 of a share of CECO common stock per
share of Thermon common stock. |
Thermon stockholders who did not make a valid election prior to the
Election Deadline will be entitled to receive the Mixed Consideration. Each Thermon stockholder will receive cash in lieu of any fractional
shares of CECO common stock that the stockholder otherwise would be entitled to receive. A more detailed description of the merger consideration
and the allocation and proration procedures applicable to elections are contained in the joint proxy statement/prospectus.
About CECO
CECO Environmental is a leading environmentally focused, diversified
industrial company, serving a broad landscape of industrial air, industrial water, and energy transition markets globally 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 in power generation, petrochemical processing, refining, midstream gas transport and treatment, electric vehicle
and battery production, metals and mineral processing, polysilicon production, battery recycling, beverage can production, and produced
and oily water/wastewater treatment along with a wide range of other industrial applications. CECO is listed on Nasdaq under the ticker
symbol “CECO.” Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please
visit www.cecoenviro.com.
About Thermon
Thermon is a diversified industrial technology company and a global
leader in industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution solutions.
We deliver engineered solutions that enhance operational awareness, safety, reliability, and efficiency to deliver the lowest total cost
of ownership. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended
to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be
made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements:
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements
of historical fact, included in this press release that address events, or developments that CECO and Thermon expect, believe, or anticipate
will or may occur in the future are forward-looking statements. The words “intend,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to,
statements regarding the Proposed Transaction. However, the absence of these words or similar expressions does not mean that a statement
is not forward-looking.
There are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements included in this press release. These include the expected timing and
likelihood of completion of the Proposed Transaction, including the ability to successfully integrate the businesses, the occurrence of
any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the parties may
not be able to satisfy remaining conditions to the Proposed Transaction in a timely manner or at all, risks related to disruption of management
time from ongoing business operations due to the Proposed Transaction, the risk that any announcements relating to the Proposed Transaction
could have adverse effects on the market price of CECO’s common stock or Thermon’s common stock, the risk that the Proposed
Transaction and its announcement could have an adverse effect on the ability of CECO and Thermon to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the
risk the pending Proposed Transaction could distract management of both entities and they will incur substantial costs, the risk that
problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating
as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer
than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected.
All such factors are difficult to predict and are beyond CECO’s or Thermon’s control, including those detailed in CECO’s
registration statement on Form S-4, filed with the SEC on April 22, 2026, CECO’s annual reports on Form 10-K, CECO’s
quarterly reports on Form 10-Q and CECO’s current reports on Form 8-K that are, in each case, available on its website
at https://investors.cecoenviro.com and on the SEC’s website at https://www.sec.gov, and those detailed in Thermon’s annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Thermon’s
website at https://ir.thermon.com and on the SEC’s website at https://www.sec.gov.
All forward-looking statements are based on assumptions that CECO or
Thermon believe to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses
made by CECO and Thermon in light of their perceptions of current conditions, expected future developments, and other factors that CECO
and Thermon believe are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties.
Forward-looking statements are not guarantees of future performance and actual events may be materially different from those expressed
or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press
release.
Neither CECO nor Thermon undertakes, and each of them expressly disclaims,
any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required
by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Contacts:
CECO Contacts:
Marcio Pinto
Vice President - Financial Planning & Investor Relations
Investor.Relations@OneCECO.com
Investor Relations:
Steven Hooser and Jean Marie Young
Three Part Advisors, LLC
214-872-2710
Investor.Relations@OneCECO.com
Media:
Ed Trissel / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
CECO-JF@joelefrank.com
