CECO ENVIRONMENTAL CORP DEF 14A Filing

Ticker: CECO · Form: DEF 14A · Filed: Apr 10, 2024 · CIK: 3197

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, CECO Environmental, Executive Compensation, Corporate Governance

TL;DR

<b>CECO ENVIRONMENTAL CORP files its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

CECO ENVIRONMENTAL CORP (CECO) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filing date: April 10, 2024. Previous company names: API ENTERPRISES INC, ALARM PRODUCTS INTERNATIONAL INC. Incorporated in: Delaware.

Why It Matters

For investors and stakeholders tracking CECO ENVIRONMENTAL CORP, this filing contains several important signals. This filing provides detailed information about executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential future strategies. As a DEF 14A filing, it signifies a formal communication to shareholders regarding matters to be voted on at the annual meeting, impacting corporate decisions and oversight.

Risk Assessment

Risk Level: low — CECO ENVIRONMENTAL CORP shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Review the executive compensation details and any shareholder proposals to assess potential impacts on corporate governance and future strategy.

Key Numbers

Key Players & Entities

FAQ

When did CECO ENVIRONMENTAL CORP file this DEF 14A?

CECO ENVIRONMENTAL CORP filed this Proxy Statement (DEF 14A) with the SEC on April 10, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CECO ENVIRONMENTAL CORP (CECO).

Where can I read the original DEF 14A filing from CECO ENVIRONMENTAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CECO ENVIRONMENTAL CORP.

What are the key takeaways from CECO ENVIRONMENTAL CORP's DEF 14A?

CECO ENVIRONMENTAL CORP filed this DEF 14A on April 10, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filing date: April 10, 2024.

Is CECO ENVIRONMENTAL CORP a risky investment based on this filing?

Based on this DEF 14A, CECO ENVIRONMENTAL CORP presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

What should investors do after reading CECO ENVIRONMENTAL CORP's DEF 14A?

Review the executive compensation details and any shareholder proposals to assess potential impacts on corporate governance and future strategy. The overall sentiment from this filing is neutral.

How does CECO ENVIRONMENTAL CORP compare to its industry peers?

CECO ENVIRONMENTAL CORP operates in the industrial and commercial equipment sector, specifically focusing on fans, blowers, and air purifying equipment.

Are there regulatory concerns for CECO ENVIRONMENTAL CORP?

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate actions and governance.

Industry Context

CECO ENVIRONMENTAL CORP operates in the industrial and commercial equipment sector, specifically focusing on fans, blowers, and air purifying equipment.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate actions and governance.

What Investors Should Do

  1. Analyze executive compensation packages and any proposed changes.
  2. Review shareholder proposals and management's recommendations.
  3. Understand the composition and independence of the Board of Directors.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No comparative data from a previous filing is immediately available within this extract.

Filing Stats: 4,302 words · 17 min read · ~14 pages · Grade level 14.2 · Accepted 2024-04-10 07:16:02

Key Financial Figures

Filing Documents

Business

Business Executive Leadership ROBERT E. KNOWLING, JR. Chairman Eagles Landing Partners 68 2022 Compensation (Chair) Mergers and Acquisitions (Chair)

Business

Business Executive Leadership Merger and Acquisition Compensation CLAUDIO A. MANNARINO President Sette CS Inc 53 2015 Audit Compensation Financial Strategy Merger and Acquisition MUNISH NANDA Former President, Americas & Europe Watts Water Technologies, Inc. 59 2018 Audit Nominations and Governance Operations Fluid Handling Energy Manufacturing VALERIE GENTILE SACHS Former Vice President, General Counsel and Corporate Secretary OM Group, Inc. 68 2016 Compensation Nominations and Governance (Chair) Legal Management Governance Compliance Compensation LAURIE A. SIEGEL President LAS Advisory Services. 67 2023 Compensation Executive Leadership Compensation Human Resources RICHARD F. WALLMAN Former Senior Vice President and Chief Financial Officer Honeywell International, Inc. 72 2021 Audit (Chair) Mergers and Acquisitions Financial Executive Leadership Management Board Diversity 8 33% I NDEPENDENT 7 of 8 WOMEN OR MINORITIES 50% Table of Contents BUSINESS PERFORMANCE AND FINANCIAL HIGHLIGHTS As an engineering and services company focused on helping our customers meet or exceed regulatory or self-appointed environmental targets, we understand that we have a responsibility to reduce our internal environmental footprint. We are also committed to ensuring that we are fostering an engaged workforce and strong processes around controls and transparency. REVENUE $545M 29% YOY ORDERS $583M 11% YOY EARNINGS PER SHARE $0.37 26% YOY ($0.13 YOY) FREE CASH FLOW GROSS PROFIT BACKLOG ADJUSTED EBITDA $36M $33% YOY $171M 33% YOY $371M 19% YOY $58M 37% YOY GOVERNANCE HIGHLIGHTS BOARD AND GOVERNANCE PRACTICES Size of the Board . The Company's Bylaws provide that the Board will be not less than 3 nor more than 9 directors. Majority of Independent Directors. It is the policy of the Board that a majority of the directors will not be current employe

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 Compensation Discussion and Analysis 20 2023 Option Exercises and Stock Vested Table 35 Compensation Committee Report 33 Potential Payments Upon Termination or Change in Control 36 2023 Summary Compensation Table 33 Chief Executive Officer Pay Ratio 38 2023 Grants of Plan-Based Awards 34 Pay Versus Performance 39 2023 Outstanding Equity Awards at Fiscal Year-End Table 35 PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 42 AUDIT MATTERS 43 Audit Committee Report 43 Independent Registered Public Accounting Firm Fees 43 OTHER INFORMATION 44 Management Ownership 44 Other Security Ownership 45 Compensation Committee Interlocks and Insider Participation 45 INFORMATION FOR OUR 2025 ANNUAL MEETING 46 QUESTIONS AND ANSWERS ABOUT OUR 2024 ANNUAL MEETING 48 APPENDIX A- 1 Certificate of Amendment to the Certificate of Incorporation of CECO Environmental Corp. A-1 Supplementary Reconciliation of Non-GAAP Financial Measures A-3 RTSR Peer Group Entities A-2 Table of Contents CECO ENVIRONMENTAL INFORMATION ABOUT THE ANNUAL MEETING Attendance and Participation Our Annual Meeting will be conducted on the internet via webcast only. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to attend and participate as they would at an in-person meeting, and will be able to submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CECO2024 . Stockholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number included on their proxy card or voting instruction form. The Annual Meeting will begin promptly at 8:00 a.m. Central Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 7:45 a.m. Central Time. The Annual Meeting platform is fully supported across browse

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