8-K
Limbach Holdings, Inc. (LMB)
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 22, 2022
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.) |
797 Commonwealth Drive, Warrendale, Pennsylvania 15086
(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 22, 2022, Limbach Holdings, Inc. (the “Company,” “our” or “we”) held its 2022 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 7,410,969 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 Gordon G. Pratt and Laurel J. Krzeminski as Class C directors to serve until the 2025 annual meeting of stockholders and until each of his 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 |
|---|---|---|---|
| Gordon G. Pratt | 3,930,301 | 1,862,540 | 1,600,149 |
| Laurel J. Krzeminski | 3,934,388 | 1,858,592 | 1,600,149 |
2. Approval of an Amendment to the Amended and Restated Omnibus Incentive Plan
Our stockholders approved the amendment to the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan. We set forth below the results of the stockholder vote on this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,967,971 | 811,432 | 31,417 | 1,600,149 |
3. 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:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,625,879 | 1,152,754 | 32,187 | 1,600,149 |
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 our fiscal year ending December 31, 2022. We set forth below the results of the stockholder vote on this proposal:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 7,325,115 | 44,736 | 41,118 |
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: Chief Financial Officer |
Dated: June 23, 2022