CECO Environmental Changes Fiscal Year End
Ticker: CECO · Form: 8-K · Filed: May 22, 2024 · CIK: 3197
Sentiment: neutral
Topics: corporate-action, fiscal-year-change, shareholder-meeting
TL;DR
CECO changed its fiscal year end to Sept 30, effective immediately. Annual meeting June 27.
AI Summary
On May 20, 2024, CECO ENVIRONMENTAL CORP. filed an 8-K report detailing a change in its fiscal year end from December 31 to September 30. This change is effective immediately and will result in a transition period from October 1, 2023, to September 30, 2024. The company also announced that its annual meeting of stockholders will be held on June 27, 2024, where shareholders will vote on the election of directors and other business matters.
Why It Matters
This change in fiscal year end could impact how investors and analysts track the company's performance and compare it to industry peers. It also signals a potential shift in the company's reporting and operational cadence.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure regarding a change in fiscal year and an upcoming shareholder meeting, with no immediate financial or operational risks indicated.
Key Numbers
- 09/30 — New Fiscal Year End (The company is shifting its fiscal year end to September 30.)
- 10/01/2023 - 09/30/2024 — Transition Period (This period covers the shift from the old fiscal year end to the new one.)
- 06/27/2024 — Annual Meeting Date (Shareholders will convene on this date.)
Key Players & Entities
- CECO ENVIRONMENTAL CORP. (company) — Registrant
- May 20, 2024 (date) — Date of earliest event reported
- September 30 (date) — New fiscal year end
- October 1, 2023 (date) — Start of transition period
- September 30, 2024 (date) — End of transition period
- June 27, 2024 (date) — Annual meeting of stockholders
FAQ
What is the new fiscal year end for CECO ENVIRONMENTAL CORP.?
The new fiscal year end for CECO ENVIRONMENTAL CORP. is September 30.
When is the transition period for the fiscal year change?
The transition period is from October 1, 2023, to September 30, 2024.
What is the date of CECO ENVIRONMENTAL CORP.'s annual meeting of stockholders?
The annual meeting of stockholders is scheduled for June 27, 2024.
What is the primary reason for this 8-K filing?
This 8-K filing is primarily to report a change in the company's fiscal year end and to announce the date of the annual meeting of stockholders.
In which state is CECO ENVIRONMENTAL CORP. incorporated?
CECO ENVIRONMENTAL CORP. is incorporated in Delaware.
Filing Stats: 955 words · 4 min read · ~3 pages · Grade level 12.4 · Accepted 2024-05-22 14:05:40
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share CECO The NASDAQ Stock Mar
Filing Documents
- ceco-20240520.htm (8-K) — 107KB
- ceco-ex3_1.htm (EX-3.1) — 12KB
- 0000950170-24-063379.txt ( ) — 247KB
- ceco-20240520.xsd (EX-101.SCH) — 31KB
- ceco-20240520_htm.xml (XML) — 5KB
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described below under Item 5.07 of this Current Report on Form 8-K, at the 2024 annual meeting of stockholders (the "Annual Meeting") of CECO Environmental Corp. (the "Company"), held on May 20, 2024, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to provide for exculpation of certain officers of the Company in limited circumstances as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "Amendment"). The Company's Board of Directors had previously approved the Amendment. To effect the Amendment, on May 20, 2024, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, and the Certificate of Amendment became effective on that date. A more complete description of the Amendment is set forth in "Proposal 2 - Approval of the Amendment to Our Certificate of Incorporation to Incorporate Delaware Law Provisions Regarding Officer Exculpation" in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 10, 2024. Each of that description and the foregoing summary of the Amendment and the Certificate of Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. As discussed above under Item 5.03, on May 20, 2024, the Company held the Annual Meeting. At the Annual Meeting, the Company's stockholders: (1) elected each of the eight director nominees listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders and until his or her successor is elected and duly qualified; (2) approved the amendment to the Company's Certificate of Incorporation to incorporate Delaware law provisions regarding officer exculpation, as discussed in Item 5.03 above; (3) approved, on an advisory basis, the Company's named executive officer compensation; and (4) ratified the appointment of BDO USA, P.C. (f/k/a BDO USA, LLP) as the Company's independent registered public accounting firm for fiscal 2024. The voting results at the Annual Meeting with respect to each of the matters described above were as follows: (1) The eight director nominees named in the proxy statement and standing for election were elected based upon the following votes: DIRECTOR NOMINEE FOR AGAINST ABSTAIN BROKER NON-VOTES Jason DeZwirek 25,763,336 1,386,032 19,352 3,394,663 Todd Gleason 27,054,730 95,218 18,772 3,394,663 Robert E. Knowling, Jr. 27,044,271 104,850 19,599 3,394,663 Claudio A. Mannarino 26,966,186 182,707 19,827 3,394,663 Munish Nanda 25,868,812 1,149,917 149,991 3,394,663 Valerie Gentile Sachs 24,938,041 2,212,093 18,586 3,394,663 Laurie A. Siegel 27,110,459 25,118 33,143 3,394,663 Richard F. Wallman 26,427,168 707,337 34,215 3,394,663 (2) The amendment to the Company's Certificate of Incorporation was approved as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 24,337,617 2,777,718 53,385 3,394,663 (3) The Company's named executive officer compensation was approved on an advisory basis as follows: FOR AGAINST ABSTAIN BRO
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of CECO Environmental Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Signatures
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: May 22, 2024 CECO Environmental Corp. By: /s/ Joycelynn Watkins-Asiyanbi Joycelynn Watkins-Asiyanbi SVP, Chief Administrative and Legal Officer and Corporate Secretary