CECO 8-K
Ceco Environmental Corp (CECO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
||
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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. ☐
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2025, Peter K. Johansson, the Chief Financial Officer of CECO Environmental Corp. (the "Company") received an equity grant of 30,000 performance-based restricted stock units (“PSUs”) under the Company’s 2021 Equity and Incentive Compensation Plan. The PSUs will vest four years from the grant date only if (i) Mr. Johansson is still employed by the Company at the vest date, and (ii) the Company’s stock price reaches at least $60.00 (with additional payouts up to a maximum of 200% if the Company's stock price reaches additional stock price targets as outlined in the Equity Award Agreement, as defined herein) for 20 or more consecutive trading days during the four-year performance period. The terms of the PSU award are documented within an equity award agreement between the Company and Mr. Johansson, dated September 12, 2025 (the “Equity Award Agreement”).
The foregoing description of the Equity Award Agreement is a summary only and is qualified in its entirety by reference to the full text of the Equity Award Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
|
|
10.1 |
Equity award agreement between the Company and Peter K. Johansson, dated September 12, 2025. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 16, 2025 |
|
|
|
CECO Environmental Corp. |
||
|
|
|
|
|||
|
|
|
|
By: |
|
/s/ Kiril Kovachev |
|
|
|
|
|
|
Kiril Kovachev |
|
|
|
|
|
|
Chief Accounting Officer |
Grantee: |
Peter K. Johansson |
Number of Restricted Stock Units “PRSUs”: |
30,000 |
Date of Grant: |
September 12, 2025 |
Vesting Date: |
September 12, 2029 |
CECO ENVIRONMENTAL CORP.
Performance-Based Restricted Stock Units Agreement
This PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of the date set forth above (the “Date of Grant”) by and between CECO Environmental Corp., a Delaware corporation (the “Company”), and the individual named above (the “Grantee”).
The performance period commences on the Date of Grant and ends on (and is inclusive of) the Vesting Date. If the closing price for a share of Company stock as reported on the stock
exchange on which the Company’s shares are then listed equals or exceeds one of the stock prices set forth below for twenty (20) or more consecutive trading days during the performance period, then the number of PRSUs that are earned shall be as follows:
Stock Price* |
% of PRSUs Earned** |
Less than $60.00 |
0% |
$60.00 |
100% |
$70.00 |
125% |
$80.00 |
150% |
$90.00 |
175% |
$100.00 |
200% |
*There is no payout interpolation between stock prices. For example, if the highest stock price during a period of twenty (20) consecutive trading days is $97.23, then 175% of the number of PRSUs shall be earned.
**Any PRSUs that do not so Vest will be forfeited, including if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. To the extent that, after certifying the achievement of the applicable Performance Goals, the Committee determines that the PRSUs were not earned, the PRSUs shall be immediately forfeited. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries or authorized leaves of absences.
2
3
4
5
6
CECO ENVIRONMENTAL CORP.
By: /s/ Alyson Richter
Name: Alyson Richter
Title: Acting General Counsel and Corporate Secretary
Grantee Acknowledgment and Acceptance
By: /s/ Peter K. Johansson
7