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): July 5, 2023

CECO ENVIRONMENTAL CORP.

(Exact Name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (214) 357-6181

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:

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.

Chief Executive Officer Compensation

On July 5, 2023, the Board of Directors of CECO Environmental Corp. (“CECO” or the “Company”) entered into a letter agreement (the “Letter Agreement”) with Todd R. Gleason, the Company’s Chief Executive Officer, determining on a mutual basis not to extend the term of Mr. Gleason’s existing Executive Employment Agreement, dated July 6, 2020 (the “Employment Agreement”), thereby making Mr. Gleason an “at will” employee. In consideration for the non-renewal of the Employment Agreement, and to provide enhanced retention and performance incentives to Mr. Gleason, the Board of Directors approved the following compensation elements and protections for Mr. Gleason:

The foregoing descriptions of the Letter Agreement and the Gleason Equity Award Agreement are summaries only and are qualified in their entirety by reference to the full text of the Letter Agreement and the Gleason Equity Award Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively and are incorporated herein by reference.

Amended and Restated Executive Change in Control Severance Plan

Effective as of July 6, 2023, the Company also amended and restated the Executive Change in Control Severance Plan, as most recently updated in March 2023. As previously disclosed, the Severance Plan provides for certain payments and other benefits to participating employees, including the Company’s named executive officers, in the event of certain qualifying terminations of employment. The changes to the Severance Plan were based on the review by the Compensation Committee of the Board of Directors, with the support of its compensation consultant, of certain market and competitive practices relating to executive severance plans.

As a result of the amendment and restatement, the Severance Plan now provides for certain enhanced benefits to participants under various termination scenarios. In addition, the Severance Plan now extends the “Good Reason” termination under the Severance Plan to all tiers of participants. Specifically, the Severance Plan now provides the following benefits:

As discussed above, Mr. Gleason will become a Tier 0 participant, and each of the Company’s Chief Financial and Strategy Officer, Chief Operating Officer, and Chief Administrative and Legal Officer will remain Tier 1 participants. As previously disclosed, the Company’s incoming Chief Accounting Officer, Kiril Kovachev, will become a participant in the Severance Plan as a Tier 2 participant effective September 1, 2023.

The foregoing description of the Severance Plan is a summary only and is qualified in its entirety by reference to the full text of the Severance Plan, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.