Limbach Holdings to be Acquired by Southfield Capital Affiliate

TL;DR

Limbach Holdings is getting bought by Southfield Capital, deal expected Q3 2024.

AI Summary

Limbach Holdings, Inc. announced on June 13, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Southfield Capital. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition marks a significant event for Limbach Holdings, a company specializing in mechanical, electrical, and plumbing services.

Why It Matters

This acquisition by Southfield Capital could lead to significant changes in Limbach Holdings' operations and strategic direction, potentially impacting its market position and shareholder value.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.

Key Players & Entities

• Limbach Holdings, Inc. (company) — Registrant
• Southfield Capital (company) — Acquiring entity's affiliate
• June 13, 2024 (date) — Date of the agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common stock, $0.0001 par value LMB The Nasdaq Stock Market

Filing Documents

• tm2417370d1_8k.htm (8-K) — 31KB
• 0001104659-24-071832.txt ( ) — 199KB
• lmb-20240613.xsd (EX-101.SCH) — 3KB
• lmb-20240613_lab.xml (EX-101.LAB) — 33KB
• lmb-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417370d1_8k_htm.xml (XML) — 3KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 13, 2024, Limbach Holdings, Inc. (the "Company," "our," or "we") held its 2024 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 8,420,807 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company's stockholders voted on the matters set forth below. 1. Election of Directors Our stockholders elected Michael M. McCann, Michael F. McNally, and David R. Gaboury as Class B directors of the Company to serve until the 2027 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 Votes For Votes Withheld Broker Non-Votes Michael M. McCann 4,311,677 2,190,128 1,916,907 Michael F. McNally 4,218,364 2,255,541 1,916,907 David R. Gaboury 6,348,675 158,502 1,916,907 2. Approval of the Compensation of our Named Executive Officers via a Non-Binding, Advisory Vote Our stockholders approved, by a non-binding, advisory vote, the compensation of the named executive officers of the Company. We set forth below the results of the stockholder vote on this proposal: Votes For Votes Against Abstentions Broker Non-Votes 6,238,798 159,836 105,266 1,916,907 3. 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 our fiscal year ending December 31, 2024. We set forth below the results of the stockholder vote on this proposal: Votes For Votes Against Abstentions 8,224,122 76,615 120,070

01

Item 8.01 Other Events. As of June 14, 2024, there are 11,268,086 shares of the Company's common stock outstanding.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) 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 14, 2024

View Full Filing

View this 8-K filing on SEC EDGAR