Limbach Holdings (LMB) shareholders back directors, pay plan and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Limbach Holdings, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders present in person or by proxy represented 10,432,247 common shares entitled to vote. They elected three Class A directors — Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan — to serve until the 2029 annual meeting.

Stockholders approved on a non-binding basis the compensation of the company’s named executive officers and supported holding the say-on-pay vote every one year. They also ratified the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 10,432,247 shares Horowitz director vote: 8,827,689 for / 595,371 withheld Alvarado director vote: 6,127,695 for / 3,295,365 withheld +4 more

7 metrics

Shares represented 10,432,247 shares Common stock entitled to one vote per share at 2026 meeting

Horowitz director vote 8,827,689 for / 595,371 withheld Election of Joshua S. Horowitz as Class A director

Alvarado director vote 6,127,695 for / 3,295,365 withheld Election of Linda G. Alvarado as Class A director

Dugan director vote 9,337,538 for / 85,522 withheld Election of Terence P. Dugan as Class A director

Say-on-pay approval 9,024,193 for / 393,847 against Non-binding advisory vote on executive compensation

Say-on-pay frequency 8,833,621 votes for 1 year Frequency of advisory vote on executive compensation

Auditor ratification 10,244,410 for / 159,766 against Ratification of Crowe LLP for fiscal year ending Dec. 31, 2026

Key Terms

broker non-votes, non-binding, advisory vote, say-on-pay vote, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Director vote tables list broker non-votes alongside for and withheld votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory vote regulatory

"Stockholders approved by non-binding, advisory vote on the compensation of the named executive officers"

say-on-pay vote regulatory

"Frequency of the advisory vote on the compensation of named executive officers (“say-on-pay vote”)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

independent registered public accounting firm regulatory

"Stockholders ratified the appointment of Crowe LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Class A directors financial

"Elected Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A directors"

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Understanding 8-K Material Events →

06/11/2026 - 04:16 PM

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 9, 2026

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.)

5102 W Laurel Street, Suite 700, Tampa, Florida 33607

(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 9, 2026, Limbach Holdings, Inc. (the “Company”, “our”, or “we”) held its 2026 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 10,432,247 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s 2026 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.

1. Election of Directors

Our stockholders elected Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A directors to serve until the 2029 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	For	Withheld	Broker Non-Votes
Joshua S. Horowitz	8,827,689	595,371	1,009,187
Linda G. Alvarado	6,127,695	3,295,365	1,009,187
Terence P. Dugan	9,337,538	85,522	1,009,187

2. Approval of the Compensation of Our Named Executive Officers via a Non-Binding, Advisory Vote

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


For	Against	Abstain	Broker Non-Votes
9,024,193	393,847	5,020	1,009,187

3. Approval of the frequency of an Advisory Vote on the compensation of our Named Executive Officers via a Non-Binding, Advisory Vote

Our stockholders approved the frequency of the advisory vote on the compensation of named executive officers (“say-on-pay vote”) by non-binding, advisory vote. We set forth below the results of the stockholder vote on this proposal:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
8,833,621	137,411	250,819	201,209	1,009,187

4. 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 the fiscal year ending December 31, 2026. We set forth below the results of the stockholder vote on this proposal:


For	Against	Abstain
10,244,410	159,766	28,071

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 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Limbach Holdings (LMB) stockholders vote on at the 2026 annual meeting?

Stockholders voted on four key items: electing three Class A directors, approving executive compensation via a non-binding say-on-pay vote, choosing the frequency of future say-on-pay votes, and ratifying Crowe LLP as the independent registered public accounting firm for fiscal 2026.

How many Limbach Holdings (LMB) shares were represented at the 2026 annual meeting?

A total of 10,432,247 shares of Limbach Holdings common stock, each entitled to one vote, were represented in person or by proxy at the 2026 annual meeting, providing the voting base for all four proposals presented to stockholders.

Were Limbach Holdings (LMB) director nominees elected at the 2026 annual meeting?

Yes. Stockholders elected Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A directors to serve until the 2029 annual meeting, or until their successors are duly elected and qualified, based on the votes detailed in the filing’s results table.

Did Limbach Holdings (LMB) stockholders approve executive compensation in the 2026 say-on-pay vote?

Yes. In the non-binding advisory say-on-pay vote, 9,024,193 shares voted for, 393,847 against, 5,020 abstained, and there were 1,009,187 broker non-votes, resulting in approval of the compensation of Limbach Holdings’ named executive officers as described in its 2026 proxy statement.

What frequency did Limbach Holdings (LMB) stockholders choose for future say-on-pay votes?

Stockholders favored an annual say-on-pay vote. The frequency proposal received 8,833,621 votes for one year, 137,411 for two years, 250,819 for three years, 201,209 abstentions, and 1,009,187 broker non-votes, indicating a preference for yearly advisory votes on executive compensation.

Which audit firm did Limbach Holdings (LMB) stockholders ratify for fiscal 2026?

Stockholders ratified Crowe LLP as Limbach Holdings’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 10,244,410 shares for, 159,766 against and 28,071 abstentions, confirming continued engagement of Crowe LLP.

Filing Exhibits & Attachments

4 documents