Form 8-K
8-K — CECO ENVIRONMENTAL CORP
Accession: 0001104659-26-067250
Filed: 2026-05-28
Period: 2026-05-27
CIK: 0000003197
SIC: 3564 (INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2615816d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2615816d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2615816d1_ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2615816d1_8k.htm · Sequence: 1
false
0000003197
false
0000003197
2026-05-27
2026-05-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 27, 2026
CECO ENVIRONMENTAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
000-7099
13-2566064
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5080 Spectrum Drive,
East Tower, Suite 800E
Addison, Texas 75001
(Address of principal executive
offices, including zip code)
(214) 357-6181
(Registrant’s telephone number, including area code)
N/A
(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, par value $0.01 per share
CECO
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. ¨
As previously disclosed, on February 23, 2026, CECO Environmental
Corp., a Delaware corporation (“CECO” or the “Company”), Longhorn Merger Sub, Inc., a Delaware corporation and
a direct wholly-owned subsidiary of the Company (“Merger Sub Inc.”), Longhorn Merger Sub LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of the Company (“Merger Sub LLC” and, together with Merger Sub Inc., the “Merger
Subs”), and Thermon Group Holdings, Inc., a Delaware corporation (“Thermon”), entered into an Agreement and Plan of
Merger (as amended, supplemented, or restated, the “Merger Agreement”), pursuant to which, among other matters, and subject
to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) Merger Sub Inc. will merge with and into Thermon,
with Thermon continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “First Merger”),
and (ii) Thermon, as the surviving corporation of the First Merger, will merge with and into Merger Sub LLC, with Merger Sub LLC being
the surviving entity of the merger (the “Second Merger” and, together with the First Merger, the “Mergers”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The information set forth under Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 to the extent
applicable.
As discussed below, the stockholders approved the CECO Equity Plan
Proposal at the Annual Meeting, which is effective as of May 27, 2026. The 2026 Plan succeeds the existing CECO Environmental Corp. 2021
Equity and Incentive Compensation Plan (the “2021 Plan”). The 2026 Plan provides for the grant of up to (i) 3,350,000 shares
of Company Common Stock, plus (ii) the shares remaining available for future grant under the 2021 Plan as of May 27, 2026.
The foregoing description of the 2026 Plan and the summary contained
in the Joint Proxy Statement/Prospectus do not purport to be complete and are qualified in their entirety by reference to the full text
of the 2026 Plan, which is attached hereto as Exhibit 10.1.
Item 5.07
Submission of Matters to a Vote of Security Holders
On May 27, 2026, the Company held its 2026 annual meeting of stockholders
(the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered the proposals described in detail
in the joint proxy statement/prospectus, dated April 23, 2026, included in the registration statement on Form S-4 filed by the Company
with the Securities and Exchange Commission (File No. 333-294924), which was declared effective by the Securities and Exchange Commission
on April 22, 2026 (the “Joint Proxy Statement/Prospectus”) including the proposals set forth below relating to the Merger
Agreement.
The final voting results for each matter submitted to a vote of the
Company’s stockholders at the Annual Meeting are set forth below. There were 35,873,031 shares of the Company’s common
stock, par value $0.01 per share (“Company Common Stock”) outstanding and entitled to vote on April 17, 2026, the record
date for the Annual Meeting, and 33,328,446 shares of the Company’s common stock were represented in person or by proxy at the Annual
Meeting, which number constituted a quorum.
CECO Stock Issuance Proposal: To approve the issuance
of shares of Company Common Stock, constituting the stock consideration to be issued to stockholders of Thermon in the First Merger contemplated
by the Merger Agreement, and other shares of Company Common Stock to be issued in the mergers or reserved for issuance in connection with
the mergers (the “CECO Stock Issuance Proposal”).
This proposal was approved by the requisite vote of the Company’s
stockholders.
For
Against
Abstain
Broker Non-Votes
29,620,269
18,904
37,796
3,651,477
The approval of the CECO Stock Issuance Proposal satisfies one of the
conditions to the closing of the mergers contemplated by the Merger Agreement. The closing of the Mergers remains subject to the satisfaction
or waiver of the remaining closing conditions set forth in the Merger Agreement.
CECO Adjournment Proposal: To adjourn the Annual Meeting,
if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve the CECO Stock Issuance Proposal
at the time of the Annual Meeting.
Because the CECO Stock Issuance Proposal was approved,
the CECO Adjournment Proposal was rendered moot and was not voted upon at the Annual Meeting.
CECO Director Election Proposal: To elect the eight
director nominees named in the Joint Proxy Statement/Prospectus and standing for election to serve as directors of the Company, each for
a term that will continue until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified.
Each of the eight director nominees named in the
Joint Proxy Statement/Prospectus were elected by the requisite vote of the Company’s stockholders.
Director Nominee
For
Against
Abstain
Broker Non-Votes
Jason DeZwirek
29,105,504
563,205
8,260
3,651,477
Todd Gleason
29,425,442
244,111
7,416
3,651,477
Robert E. Knowling, Jr.
29,484,835
86,250
105,844
3,651,477
Claudio A. Mannarino
29,421,081
250,168
5,720
3,651,477
Munish Nanda
29,447,863
219,409
9,697
3,651,477
Valerie Gentile Sachs
28,646,518
995,444
35,007
3,651,477
Laurie A. Siegel
29,064,318
606,928
5,723
3,651,477
Richard F. Wallman
29,556,782
108,181
12,006
3,651,477
Advisory Vote on Executive Compensation: To approve,
on a non-binding advisory basis, the compensation of the Company’s named executive officers.
This advisory proposal was approved by the requisite
vote of the Company’s stockholders.
For
Against
Abstain
Broker Non-Votes
28,796,258
851,472
29,239
3,651,477
CECO Equity Plan Proposal: To approve the CECO Environmental
Corp. 2026 Equity and Incentive Compensation Plan (the “2026 Plan,” and the proposal, the “CECO Equity Plan Proposal”).
This proposal was approved by the requisite vote
of the Company’s stockholders.
For
Against
Abstain
Broker Non-Votes
27,473,337
2,179,518
24,114
3,651,477
CECO Auditor Ratification Proposal: To ratify the
appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
This proposal was approved by the requisite vote
of the Company’s stockholders.
For
Against
Abstain
Broker Non-Votes
33,242,024
36,043
50,379
0
Item 7.01 Regulation FD Disclosure
On May 28, 2026, the Company issued a press release announcing the
results of its stockholder meeting held on May 27, 2026 in connection with the Mergers. A copy of the press release is furnished herewith
as Exhibit 99.1.
The information under Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Exhibit Description
10.1
CECO Environmental Corp. 2026 Equity And Incentive Compensation Plan
99.1
Press Release, dated May 28, 2026, furnished herewith.
104
Cover Page Interactive Data File (formatted as Inline XBRL)
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of
historical fact, included in this Form 8-K that address events, or developments that CECO and Thermon expect, believe, or anticipate will
or may occur in the future are forward-looking statements. The words “intend,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, but are not
limited to, statements regarding the Mergers and other transactions contemplated by the Merger Agreement. All forward-looking statements
are based on assumptions that CECO or Thermon believe to be reasonable but that may not prove to be accurate. Such forward-looking statements
are based on assumptions and analyses made by CECO and Thermon in light of their perceptions of current conditions, expected future developments,
and other factors that CECO and Thermon believe are appropriate under the circumstances. These statements are subject to a number of known
and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual events may be materially
different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Current Report on
Form 8-K speak as of the date of this Current Report on Form 8-K. Neither CECO nor Thermon undertakes, and each of them expressly disclaims,
any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required
by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
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.
CECO Environmental Corp.
Date: May 28, 2026
By:
/s/ Kiril Kovachev
Kiril Kovachev
Chief Accounting Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2615816d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
CECO ENVIRONMENTAL
CORP.
2026 EQUITY
and INCENTIVE Compensation PLAN
1.
Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the
Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and
rewards for service and/or performance.
2.
Definitions. As used in this Plan:
(a)
“Appreciation Right” means a right granted pursuant to Section 5 of this Plan.
(b)
“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation
Right.
(c)
“Board” means the Board of Directors of the Company.
(d)
“Cash Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.
(e)
“Change in Control” has the meaning set forth in Section 12 of this Plan.
(f)
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder, as such law and regulations
may be amended from time to time.
(g)
“Committee” means the Compensation Committee of the Board (or its successor), or any other committee of the Board designated
by the Board to administer this Plan pursuant to Section 10 of this Plan.
(h)
“Common Stock” means the common stock, par value $0.01 per share, of the Company or any security into which such common
stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.
(i)
“Company” means CECO Environmental Corp., a Delaware corporation, and its successors.
(j)
“Date of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights,
Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or
a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will
become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).
(k)
“Director” means a member of the Board.
(l)
“Effective Date” means the date this Plan is approved by the Stockholders.
(m)
“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence
approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be
in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee,
need not be signed by a representative of the Company or a Participant.
(n)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as
such law, rules and regulations may be amended from time to time.
(o)
“Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option”
under Section 422 of the Code or any successor provision.
(p)
“Management Objectives” means the performance objective or objectives established pursuant to this Plan for Participants
who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option
Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. The
Management Objectives applicable to an award under this Plan (if any) shall be determined by the Committee, and may be based on one or
more, or a combination, of metrics under the following categories or such other metrics as may be determined by the Committee (including
relative or growth achievement regarding such metrics):
(i) Profits (e.g., gross profit, gross profit growth, operating income, earnings before or after deduction
for all or any portion of interest, taxes, depreciation or amortization, net income (before or after taxes), consolidated net income,
net earnings, net sales, cost of sales, basic or diluted earnings per share (before or after taxes), residual or economic earnings, net
operating profit (before or after taxes), or economic profit);
(ii) Cash Flow (e.g., actual or adjusted earnings before or after interest, taxes, depreciation and/or
amortization (including EBIT and EBITDA), free cash flow, free cash flow with or without specific capital expenditure target or range,
including or excluding divestments and/or acquisitions, operating cash flow, total cash flow, cash flow in excess of cost of capital or
residual cash flow, or cash flow return on investment);
(iii) Returns (e.g., profits or cash flow returns on: assets, investment, capital, invested capital,
net capital employed, equity, or sales);
(iv) Working Capital (e.g., working capital targets, working capital divided by sales, days’ sales
outstanding, days’ sales inventory, or days’ sales in payables);
(v) Profit Margins (e.g., profits divided by revenues or gross margins and material margins divided
by revenues);
-2-
(vi) Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, or total debt ratio);
(vii) Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g., revenue, net
revenue, revenue growth, net revenue growth, revenue growth outside the United States, gross margin and gross margin growth, material
margin and material margin growth, stock price appreciation, total return to stockholders, sales and administrative costs divided by sales,
or sales and administrative costs divided by profits); and
(viii) Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product
development, strategic partnering, research and development, vitality index, market penetration, market share, geographic business expansion
goals, expense targets or cost reduction goals, general and administrative expense savings, selling, general and administrative expenses,
objective measures of client/customer satisfaction, employee satisfaction, employee retention, management of employment practices and
employee benefits, supervision of litigation and information technology, productivity ratios, economic value added (or another measure
of profitability that considers the cost of capital employed), product quality, sales of new products, or goals relating to acquisitions
or divestitures of subsidiaries, affiliates and joint ventures.
If the Committee determines
that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts
its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify
such Management Objectives or the goals or actual levels of achievement regarding the Management Objectives, in whole or in part, as the
Committee deems appropriate and equitable.
(q)
“Market Value per Share” means, as of any particular date, the closing price of a share of Common Stock as reported
for that date on the NASDAQ Stock Market or, if the shares of Common Stock are not then listed on the NASDAQ Stock Market, on any other
national securities exchange on which the shares of Common Stock are listed, or if there are no sales on such date, on the next preceding
trading day during which a sale occurred. If there is no regular public trading market for the shares of Common Stock, then the Market
Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another
fair market value pricing method provided such method is in compliance with the fair market value pricing rules set forth in Section 409A
of the Code to the extent applicable.
(r)
“Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.
(s)
“Option Price” means the purchase price payable on exercise of an Option Right.
-3-
(t)
“Option Right” means the right to purchase shares of Common Stock upon exercise of an award granted pursuant to Section
4 of this Plan.
(u)
“Participant” means a person who is selected by the Committee to receive benefits under this Plan and who is at the
time (i) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such
capacity within 90 days of the Date of Grant, (ii) a person, including a consultant, who provides services to the Company or any Subsidiary
that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”),
or (iii) a non-employee Director.
(v)
“Performance Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of
time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive
Award, Performance Share or Performance Unit are to be achieved.
(w)
“Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant
to Section 8 of this Plan.
(x)
“Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records
a unit equivalent to $1.00 or such other value as is determined by the Committee.
(y)
“Person” means any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act).
(z)
“Plan” means this CECO Environmental Corp. 2026 Equity and Incentive Compensation Plan, as may be amended or amended
and restated from time to time.
(aa)
“Predecessor Plans” means the CECO Environmental Corp. 2017 Equity and Incentive Compensation Plan and the CECO Environmental
Corp. 2021 Equity and Incentive Compensation Plan, in each case including as amended or amended and restated from time to time.
(bb)
“Restricted Stock” means shares of Common Stock granted or sold pursuant to Section 6 of this Plan
as to which neither the substantial risk of forfeiture nor the prohibition on transfer has expired.
(cc)
“Restricted Stock Units” means an award made pursuant to Section 7 of this Plan of the right to
receive shares of Common Stock, cash or a combination thereof at the end of the applicable Restriction Period.
(dd)
“Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided
in Section 7 of this Plan.
(ee)
“Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the
Base Price provided for with respect to the Appreciation Right.
-4-
(ff)
“Stockholder” means an individual or entity that owns one or more shares of Common Stock.
(gg)
“Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities
(representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding
shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other
similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity
is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes
of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary”
means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting
Power represented by all classes of stock issued by such corporation.
(hh)
“Ten Percent Stockholder” means an employee of the Company or an affiliate, or an individual engaged to become such
an employee, who, as of the date an Incentive Stock Option is granted to such individual, owns more than 10% of the total combined voting
power of all classes of shares then issued by the Company or a Subsidiary corporation.
(ii)
“Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally
in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity.
3.
Shares Available Under this Plan and Certain Limits.
(a) Maximum Shares Available Under this Plan.
(i) Subject to adjustment as provided in Section 11 of this Plan and the share counting rules
set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for awards of (A)
Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E)
awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan
will not exceed in the aggregate (x) 3,350,000 shares of Common Stock, plus (y) the total number of shares of Common Stock remaining available
for future grant under the CECO Environmental Corp. 2021 Equity and Incentive Compensation Plan as of the Effective Date, plus (z) the
shares of Common Stock that are subject to awards granted under this Plan or the Predecessor Plans that are added (or added back, as applicable)
to the aggregate number of shares of Common Stock available under this Section 3(a)(i) pursuant to the share counting
rules of this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.
-5-
(ii) Subject to the share counting rules set forth in Section 3(b) of this Plan, the aggregate
number of shares of Common Stock available under Section 3(a)(i) of this Plan will be reduced by one share of Common Stock
for every one share of Common Stock subject to an award granted under this Plan.
(b)
Share Counting Rules.
(i) Except as provided in Section 22 of this Plan, if any award granted under this Plan (in
whole or in part) is cancelled or forfeited, expires, is settled for cash or is unearned (or it is determined that such award will be
unearned), the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement
or unearned amount, again be available under Section 3(a)(i) above.
(ii) If, on or after the Effective Date, any shares of Common Stock subject to an award granted under the Predecessor
Plans are forfeited, or an award granted under the Predecessor Plans (in whole or in part) is cancelled or forfeited, expires, is settled
for cash or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration,
cash settlement or unearned amount, be available for awards under this Plan.
(iii) Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld
by the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable)
to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (B) shares of Common
Stock withheld by the Company, tendered or otherwise used to satisfy a tax withholding obligation will not be added (or added back, as
applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (C) shares
of Common Stock subject to a stock-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation
Right on the exercise thereof, will not be added back to the aggregate number of shares of Common Stock available under Section
3(a)(i) of this Plan; and (D) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds
from the exercise of Option Rights will not be added to the aggregate number of shares of Common Stock available under Section 3(a)(i)
of this Plan.
(iv) If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange
for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate limit under Section 3(a)(i)
of this Plan.
-6-
(c)
Limit on Incentive Stock Options. Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment
as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred
by the Company upon the exercise of Incentive Stock Options will not exceed 3,350,000 shares of Common Stock.
(d)
Non-Employee Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will
any non-employee Director in any one calendar year be granted compensation for such service having an aggregate maximum value (measured
at the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting
purposes), in excess of $750,000 (or $1,000,000, in the case of a non-employee Director who serves as Chair of the Board or as a Lead
Director).
(e)
Prohibition on Dividends and Dividend Equivalents. In no event may dividends or dividend equivalents be awarded or paid
with respect to awards of Option Rights, Appreciation Rights, or any other award that is not a Full-Value Award (as defined below). A
“Full-Value Award” shall mean any award under this Plan other than an award of Option Rights, Appreciation Rights or other
similar award the value of which is based on appreciation in the value of the Common Stock above a threshold. Notwithstanding anything
to the contrary in this Plan, and for the avoidance of doubt, this Plan expressly prohibits the payment of dividends or dividend equivalents
on unvested awards for all equity award types. Any dividends or dividend equivalents credited with respect to any award shall be subject
to the same risk of forfeiture as the underlying award and shall not be paid until the underlying award vests.
4.
Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the
granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of
the requirements, contained in the following provisions:
(a)
Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in Section
3 of this Plan.
(b)
Each grant will specify an Option Price per share of Common Stock, which Option Price (except with respect to awards under Section
22 of this Plan) may not be less than the Market Value per Share on the Date of Grant, provided that an Incentive Stock Option
granted to a Ten Percent Stockholder must have an Option Price per share at least equal to 110% of the Market Value per Share on the Date
of Grant.
(c)
Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire
transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned by
the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established
by the Committee, by the withholding of shares of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net
exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company,
the shares of Common Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination
of such methods of payment, or (v) by such other methods as may be approved by the Committee.
-7-
(d)
To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through
a bank or broker on a date satisfactory to the Company of some or all of the shares of Common Stock to which such exercise relates.
(e)
Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any,
that is necessary before any Option Rights or installments thereof will vest. Option Rights may provide for continued vesting or the earlier
vesting of such Option Rights, including in the event of the retirement, death, disability or termination of employment or service of
a Participant or in the event of a Change in Control.
(f)
Any grant of Option Rights may specify Management Objectives regarding the vesting of such rights.
(g)
Option Rights granted under this Plan may be (i) options, including Incentive Stock Options that are intended to qualify under
particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive
Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the
Code.
(h)
No Option Right will be exercisable more than 10 years from the Date of Grant, provided that an Incentive Stock Option granted
to a Ten Percent Stockholder must terminate no later than five years from the Date of Grant. The Committee may provide in any Evidence
of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.
(i)
Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.
(j)
Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
(k)
If an Option Right that is intended to be an Incentive Stock Option fails to meet the requirements applicable to Incentive Stock
Options, the Option Right shall automatically be treated as a nonqualified stock option to the extent of such failure.
5.
Appreciation Rights.
(a)
The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant
of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by
the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.
(b)
Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions:
(i) Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the
Company in cash, shares of Common Stock or any combination thereof.
-8-
(ii) Each grant will specify the period or periods of continuous service by the Participant with the Company
or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest. Appreciation Rights may
provide for continued vesting or the earlier vesting of such Appreciation Rights, including in the event of the retirement, death, disability
or termination of employment or service of a Participant or in the event of a Change in Control.
(iii) Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation
Rights.
(iv) Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents
thereon.
(v) Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will
be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
(c)
Also, regarding Appreciation Rights:
(i) Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect
to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant; and
(ii) No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.
The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions
as established by the Committee.
6.
Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize
the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions:
(a)
Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (subject in particular
to Section 6(g) of this Plan), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter
described.
-9-
(b)
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that
is less than the Market Value per Share on the Date of Grant.
(c)
Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial
risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date
of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan.
(d)
Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue,
the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee
on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the
Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee).
(e)
Any grant of Restricted Stock may specify Management Objectives regarding the vesting of such Restricted Stock.
(f)
Restricted Stock may provide for continued vesting or the earlier vesting of such Restricted Stock, including in the event of the
retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.
(g)
Shares of Restricted Stock will be credited with dividends and other distributions to the extent dividends or other distributions
are paid on such shares. However, if cash dividends or other cash distributions are paid with respect to shares of Restricted Stock while
such shares are unvested, then such dividends or other distributions will either, at the discretion of the Committee, be (i) automatically
reinvested as additional shares of Restricted Stock that are subject to the same terms and conditions, including the risk of forfeiture,
as the original grant of Restricted Stock, or (ii) paid in cash at the same time and the same extent that the Restricted Stock vests.
Any dividends or other distributions paid in the form of shares shall be subject to the same terms and conditions, including the risk
of forfeiture, as the original grant of Restricted Stock. For clarity, in no event will dividends or other distributions be paid to a
Participant with respect to Restricted Stock unless, until and to the same extent as the underlying Restricted Stock vests.
(h)
Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this
Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by
the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon
will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed
in blank and covering such shares or (ii) all Restricted Stock will be held at the Company’s transfer agent in book entry form
with appropriate restrictions relating to the transfer of such Restricted Stock.
7.
Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize
the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations,
and will be subject to all of the requirements, contained in the following provisions:
(a)
Each such grant or sale will constitute the agreement by the Company to deliver shares of Common Stock or cash, or a combination
thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions
(which may include achievement regarding Management Objectives) during the Restriction Period as the Committee may specify.
-10-
(b)
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that
is less than the Market Value per Share on the Date of Grant.
(c)
Restricted Stock Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period,
including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of
a Change in Control.
(d)
During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no
rights of ownership in the shares of Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote
them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units.
Any such dividend equivalents will either, at the discretion of the Committee, be (i) accumulated and paid, in cash or shares of Common
Stock in the Committee’s discretion, at the same time and to the same extent that the Restricted Stock Units with respect to which
such dividend equivalents were credited vest or are earned and paid or (ii) deemed converted into additional Restricted Stock Units that
are subject to the same terms and conditions (including vesting and forfeiture) as the Restricted Stock Units with respect to which such
dividend equivalents were credited. For clarity, in no event will a Participant receive payment with respect to a dividend equivalent
unless, until and to the same extent as, the original Restricted Stock Units with respect to which such dividend equivalents were credited
vest and are paid.
(e)
Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have
been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in shares of Common
Stock or cash, or a combination thereof.
(f)
Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject
to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
8.
Cash Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms
and conditions as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such
grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:
(a)
Each grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash
Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other
factors.
-11-
(b)
The Performance Period with respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such
period of time as will be determined by the Committee, and the Evidence of Award will specify the time and terms of delivery, which may
be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death, disability or
termination of employment or service of a Participant or in the event of a Change in Control.
(c)
Each grant of a Cash Incentive Award, Performance Shares or Performance Units will specify Management Objectives regarding the
earning of the award.
(d)
Each grant will specify the time and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that
have been earned.
(e)
The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents
to the holder thereof. Any such dividend equivalents will either, at the discretion of the Committee, be (i) accumulated and paid, in
cash or shares of Common Stock in the Committee’s discretion, at the same time and to the same extent that the Performance Shares
or Performance Units with respect to which such dividend equivalents were credited vest or are earned and paid or (ii) deemed converted
into additional Performance Shares or Performance Units, as applicable, that are subject to the same terms and conditions (including vesting
and forfeiture) as the Performance Shares or Performance Units with respect to which such dividend equivalents were credited. For clarity,
in no event will a Participant receive payment with respect to a dividend equivalent unless, until and to the same extent as, the original
Performance Shares or Performance Units with respect to which such dividend equivalents were credited vest and are paid.
(f)
Each grant of a Cash Incentive Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence
of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.
9.
Other Awards.
(a)
Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize
the grant to any Participant of shares of Common Stock or such other awards that may be denominated or payable in, valued in whole or
in part by reference to, or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such
shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares
of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company
or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued
by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries
or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares of
Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be
purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of
Common Stock, other awards, notes or other property, as the Committee determines.
-12-
(b)
Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section
9.
(c)
The Committee may authorize the grant of shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu
of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory
arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.
(d)
The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted
under this Section 9 on a deferred and contingent basis, either in cash or in additional Common Stock; provided,
however, that dividend equivalents or other distributions on Common Stock underlying awards granted under this Section 9
will be deferred until, and paid contingent upon, the earning, vesting and payment of such awards.
(e)
Each grant of an award under this Section 9 will be evidenced by an Evidence of Award. Each such Evidence of
Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve,
and will specify the time and terms of delivery of the applicable award.
(f)
Awards under this Section 9 may provide for the earning or vesting of, or earlier termination of restrictions
applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant
or in the event of a Change in Control.
10.
Administration of this Plan.
(a)
This Plan will be administered by the Committee; provided, however, that notwithstanding anything in this Plan to
the contrary, the Board may grant awards under this Plan to non-employee Directors and administer this Plan with respect to any awards.
The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent
of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.
(b)
The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents)
and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will
be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. In addition,
the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations
contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute
a limitation on the authority of the Committee.
-13-
(c)
To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company,
or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee,
or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect
to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize
one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to
be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A)
the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes
of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated
under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange
Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization
shall set forth the total number of shares of Common Stock such officer(s) may grant; and (C) the officer(s) will report periodically
to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.
11.
Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock
covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance
Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by other awards granted pursuant
to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights,
respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines
is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary
cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company,
(b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control,
the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including
cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the
surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or
Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with any such
transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right
without any payment or notice to the Person holding such Option Right or Appreciation Right. The Committee shall also make or provide
for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its
sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section
11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan
will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock
Option to fail to so qualify.
-14-
12.
Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award
made under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence (after the Effective Date)
of any of the following events:
(a)
any Person becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
either (i) the then-outstanding Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote generally in the election of Directors (the “Outstanding
Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions
shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled
by the Company, or (D) any acquisition pursuant to a transaction that complies with Sections 12(c)(i), (c)(ii)
and (c)(iii) below;
(b)
individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Effective
Date whose election, or nomination for election by the Stockholders, was approved by a vote of at least three-fourths (3/4) of the Directors
then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual
is named as a nominee for Director, without objection to such nomination) shall be considered as though such individual was a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board;
(c)
consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company
or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of
assets or securities of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each
case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity,
equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election
of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related
trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more
of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting
from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent
that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors
(or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;
or
-15-
(d)
approval by the Stockholders of a complete liquidation or dissolution of the Company.
13.
Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide
for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other
provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time,
if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after
termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such
clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may
also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any shares of Common Stock
issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such
terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations
promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which
the shares of Common Stock may be traded. Notwithstanding anything to the contrary in this Plan or any Evidence of Award, all awards granted
under this Plan are subject to the CECO Environmental Corp. Compensation Recovery Policy to the extent applicable thereto.
14.
Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee
may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary
outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation
or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to
be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of
this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document
as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however,
will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended
to eliminate such inconsistency without further approval by the Stockholders.
-16-
15.
Transferability.
(a)
Except as otherwise determined by the Committee, and subject to compliance with Section 17(b) of this Plan and
Section 409A of the Code, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance
Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards
made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will
any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant”
shall be construed, as the Committee deems appropriate, to include any permitted transferee to whom such award is transferred. Except
as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime
only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative
acting on behalf of the Participant in a fiduciary capacity under state law or court supervision. Any purported transfer in violation
of this Plan shall be null and void.
(b)
The Committee may specify on the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred
by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to
Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial
risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions
on transfer, including minimum holding periods.
16.
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other
amounts in connection with any payment made or benefit realized by a Participant or other Person under this Plan, and the amounts available
to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other Person make arrangements satisfactory to the Company for payment of the balance of such taxes
or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion
of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, and such Participant fails
to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold
shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is
required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Committee may
require the Participant to satisfy the obligation, in whole or in part, by having withheld, from the shares of Common Stock delivered
or required to be delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld or by
delivering to the Company other shares of Common Stock held by such Participant. The shares of Common Stock used for tax or other withholding
will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in
Participant’s income. In no event will the fair market value of the shares of Common Stock to be withheld and delivered pursuant
to this Section 16 exceed the amount required to be withheld to satisfy the Participant's tax withholding obligation using
the maximum statutory tax rates for federal, state, local and foreign tax purposes, including payroll taxes. Participants will also make
such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with
the disposition of shares of Common Stock acquired upon the exercise of Option Rights.
-17-
17.
Compliance with Section 409A of the Code.
(a)
To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A
of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan
and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A
of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department
of the Treasury or the Internal Revenue Service.
(b)
Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred
compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under
this Plan and grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its
Subsidiaries.
(c)
If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the
Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology
selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder
constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed
pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A
of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest,
on the fifth business day of the seventh month after such separation from service.
(d)
Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and
that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of
a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change
in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those
terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment
that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such
award.
(e)
Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the
proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder
as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any
case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant
or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A
of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant
harmless from any or all of such taxes or penalties.
-18-
18.
Amendments; No Repricing.
(a)
The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an
amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of
this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number
of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv)
must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the NASDAQ Stock Market or, if the
shares of Common Stock are not traded on the NASDAQ Stock Market, the principal national securities exchange upon which the shares of
Common Stock are traded or quoted, all as determined by the Board, then, such amendment will be subject to Stockholder approval and will
not be effective unless and until such approval has been obtained.
(b)
Except in connection with a corporate transaction or event described in Section 11 of this Plan or in connection
with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or
the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights
(including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange
for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the
Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Stockholder approval.
This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation
Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any
provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders.
(c)
If permitted by Section 409A of the Code, but subject to Section 18(d), including in the case of termination
of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to
the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to
which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as
to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have
not been fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any
vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction imposed pursuant to
Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time
at which such Option Right, Appreciation Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture
or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash
Incentive Awards, Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction
will terminate or may waive any other limitation or requirement under any such award.
-19-
(d)
Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under
this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such
amendment will materially impair the rights of any Participant without his or her consent, but the Company need not obtain Participant
(or other interested party) consent for the modification, amendment or cancellation of an award as follows: (1) to the extent the Committee
deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market
on which the Common Stock is then traded; (2) to the extent the Committee deems necessary to preserve favorable accounting or tax treatment
of any award for the Company; or (3) to the extent the Committee determines that such action does not materially and adversely affect
the value of an award or that such action is in the best interest of the affected Participant or any other person(s) as may then have
an interest in the award.. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect
the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.
19.
Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance
with the internal substantive laws of the State of Delaware.
20.
Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the
Effective Date under the Predecessor Plans, provided that outstanding awards granted under the Predecessor Plans will continue following
the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made
prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. For clarification purposes, the terms
and conditions of this Plan shall not apply to or otherwise impact previously granted and outstanding awards under the Predecessor Plans,
as applicable (except for purposes of providing for shares of Common Stock under such awards to be added to the aggregate number of shares
of Common Stock available under Section 3(a)(i) of this Plan pursuant to the share counting rules of this Plan).
21.
Miscellaneous Provisions.
(a)
The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide
for the elimination of fractions or for the settlement of fractions in cash.
(b)
This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company
or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such
Participant’s employment or other service at any time.
(c)
Except with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with
respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect
on any provision of this Plan.
-20-
(d)
No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder,
would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan.
(e)
Absence or leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption
or termination of service of any employee for any purposes of this Plan or awards granted hereunder.
(f)
No Participant will have any rights as a Stockholder with respect to any shares of Common Stock subject to awards granted to him
or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares of Common Stock upon
the stock records of the Company.
(g)
The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary
to the Participant.
(h)
Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance
of shares of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan
and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances
and settlements include the crediting of dividend equivalents or interest on the deferral amounts.
(i)
Notwithstanding any provisions of this Plan, the Company does not guarantee to any Participant or any other person with an interest
in an award that (1) any award intended to be exempt from Code Section 409A shall be so exempt, (2) any award intended to comply with
Code Section 409A or Code Section 422 shall so comply, or (3) any award shall otherwise receive a specific tax treatment under any other
applicable tax law, nor in any such case will the Company or any affiliate indemnify, defend or hold harmless any individual with respect
to the tax consequences of any award.
(j)
If a Participant shall dispose of shares of Common Stock acquired through exercise of an Incentive Stock Option within either (1)
two years after the date the Option Right is granted or (2) one year after the date the Option Right is exercised (i.e., in a disqualifying
disposition), such Participant shall notify the Company within seven days of the date of such disqualifying disposition. In addition,
if a Participant elects, under Code Section 83, to be taxed at the time an award of Restricted Stock (or other property subject to such
Code section) is made, rather than at the time the award vests, such Participant shall notify the Company within seven days of the date
the Participant makes such an election.
-21-
(k)
Notwithstanding any other provision of this Plan to the contrary, if any payments or benefits paid by the Company pursuant to this
Plan, including any accelerated vesting or similar provisions (“Plan Payments”), would cause some or all of the Plan Payments
or any other payments made to or benefits received by a Participant in connection with a Change in Control (such payments or benefits,
together with the Plan Payments, the “Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Code
Section 4999 but for this Section 21(k), then the Total Payments shall be delivered either (1) in full or (2) in an amount such that the
value of the aggregate Total Payments that the Participant is entitled to receive shall be One Dollar ($1.00) less than the maximum amount
that the Participant may receive without being subject to the Excise Tax, whichever of (1) or (2) results in the receipt by the Participant
of the greatest benefit on an after-tax basis (taking into account applicable federal, state and local income taxes and the Excise Tax).
(l)
If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any
award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform
to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force
and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award
prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible
legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding
possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities
and Exchange Commission pursuant to Section 21F of the Exchange Act.
22.
Stock-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:
(a)
Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options,
stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity
engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption
will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies
with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted
for and need not comply with other specific terms of this Plan, and may account for shares of Common Stock substituted for the securities
covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable
to the original awards, adjusted to account for differences in stock prices in connection with the transaction.
(b)
In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger,
the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition
or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards
using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan
absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary
prior to such acquisition or merger.
(c)
Any shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become
obligations of, the Company under Sections 22(a) or 22(b) of this Plan will not reduce the shares
of Common Stock available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3
of this Plan. In addition, no shares of Common Stock subject to an award that is granted by, or becomes an obligation of, the Company
under Sections 22(a) or 22(b) of this Plan, will be added to the aggregate limit contained in Section
3(a)(i) of this Plan.
-22-
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2615816d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
CECO Environmental and Thermon Group Holdings
Announce that their respective Stockholders Approved the Strategic Combination and Provide Update on Election Results
ADDISON, Texas, and AUSTIN, Texas, May 28, 2026 – CECO Environmental
Corp. (Nasdaq: CECO) (“CECO”) and Thermon Group Holdings, Inc. (NYSE: THR) (“Thermon”) announced that both
companies’ stockholders overwhelmingly voted to approve the previously announced strategic combination at their respective stockholder
meetings held earlier today.
Preliminary results showed that approximately 99.93% of votes cast
at CECO’s annual meeting were voted in favor of the transaction, and nearly 99.97% of the votes cast at Thermon’s meeting
were in support of the combination. The final voting results will be reported in each of the company’s respective Form 8-K
filings with the U.S. Securities and Exchange Commission.
“We appreciate the strong support from both companies’
stockholders and remain excited about bringing together complementary environmental and thermal capabilities to create a scaled platform
of mission-critical solutions,” said Todd Gleason, Chief Executive Officer of CECO. “We look forward to completing the transaction
in the coming days and realizing the compelling benefits of this combination for our shareholders, customers, employees and stakeholders.”
“The vote from today’s meeting reflects the confidence
our stockholders have in the strategic rationale of this combination,” said Bruce Thames, President and Chief Executive Officer
of Thermon. “We are proud of what Thermon has built and look forward to joining the CECO team and expanding our capabilities to
better serve our customers.”
The transaction is expected to close on or around June 1, 2026,
subject to the satisfaction of customary closing conditions. The parties also announced the results of the elections made by Thermon stockholders
of record regarding the form of consideration they wish to receive in exchange for their shares of Thermon common stock in connection
with the transaction. As previously disclosed, the deadline to have made such an election was 5:00 p.m. Central Time on May 22,
2026 (the “Election Deadline”). As further described in the election materials and in the parties’ joint proxy statement/prospectus
dated April 23, 2026, each Thermon stockholder will be entitled to receive, for each share of Thermon common stock held immediately
prior to the closing of the transaction, one of the following forms of merger consideration: (i) $63.89 in cash, without interest
(the “Cash Consideration”); (ii) 0.8110 of a share of CECO common stock (the “Stock Consideration”); or (iii) a
combination of $10.00 in cash, without interest, and 0.6840 of a share of CECO common stock (the “Mixed Consideration”). The
Cash Consideration and Stock Consideration are subject to proration as set forth in the merger agreement.
Based on the final results of the merger consideration election:
· Thermon stockholders of record of approximately 41.18% of the outstanding
shares of Thermon common stock elected to receive the Stock Consideration and, in accordance with the proration procedures in the merger
agreement, each such outstanding share of Thermon common stock will be converted into the right to receive approximately $1.48 in cash
and 0.7920 of a share of CECO common stock per share of Thermon common stock;
· Thermon stockholders of record of approximately 6.50% of the outstanding
shares of Thermon common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the merger
agreement, each such outstanding share of Thermon common stock will be converted into the right to receive $63.89 in cash per share of
Thermon common stock (without proration); and
· Thermon stockholders of record of approximately 19.22% of the outstanding
shares of Thermon common stock elected to receive the Mixed Consideration and, in accordance with the merger agreement, each such outstanding
share of Thermon common stock will be converted into the right to receive $10.00 in cash and 0.6840 of a share of CECO common stock per
share of Thermon common stock.
Thermon stockholders who did not make a valid election prior to the
Election Deadline will be entitled to receive the Mixed Consideration. Each Thermon stockholder will receive cash in lieu of any fractional
shares of CECO common stock that the stockholder otherwise would be entitled to receive. A more detailed description of the merger consideration
and the allocation and proration procedures applicable to elections are contained in the joint proxy statement/prospectus.
About CECO
CECO Environmental is a leading environmentally focused, diversified
industrial company, serving a broad landscape of industrial air, industrial water, and energy transition markets globally through its
key business segments: Engineered Systems and Industrial Process Solutions. Providing innovative technology and application expertise,
CECO helps companies grow their business with safe, clean, and more efficient solutions that help protect people, the environment and
industrial equipment. In regions around the world, CECO works to improve air quality, optimize the energy value chain, and provide custom
solutions for applications in power generation, petrochemical processing, refining, midstream gas transport and treatment, electric vehicle
and battery production, metals and mineral processing, polysilicon production, battery recycling, beverage can production, and produced
and oily water/wastewater treatment along with a wide range of other industrial applications. CECO is listed on Nasdaq under the ticker
symbol “CECO.” Incorporated in 1966, CECO’s global headquarters is in Addison, Texas. For more information, please
visit www.cecoenviro.com.
About Thermon
Thermon is a diversified industrial technology company and a global
leader in industrial process heating, temperature maintenance, environmental monitoring, and temporary power distribution solutions.
We deliver engineered solutions that enhance operational awareness, safety, reliability, and efficiency to deliver the lowest total cost
of ownership. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended
to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be
made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements:
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements
of historical fact, included in this press release that address events, or developments that CECO and Thermon expect, believe, or anticipate
will or may occur in the future are forward-looking statements. The words “intend,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to,
statements regarding the Proposed Transaction. However, the absence of these words or similar expressions does not mean that a statement
is not forward-looking.
There are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements included in this press release. These include the expected timing and
likelihood of completion of the Proposed Transaction, including the ability to successfully integrate the businesses, the occurrence of
any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the parties may
not be able to satisfy remaining conditions to the Proposed Transaction in a timely manner or at all, risks related to disruption of management
time from ongoing business operations due to the Proposed Transaction, the risk that any announcements relating to the Proposed Transaction
could have adverse effects on the market price of CECO’s common stock or Thermon’s common stock, the risk that the Proposed
Transaction and its announcement could have an adverse effect on the ability of CECO and Thermon to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the
risk the pending Proposed Transaction could distract management of both entities and they will incur substantial costs, the risk that
problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating
as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer
than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected.
All such factors are difficult to predict and are beyond CECO’s or Thermon’s control, including those detailed in CECO’s
registration statement on Form S-4, filed with the SEC on April 22, 2026, CECO’s annual reports on Form 10-K, CECO’s
quarterly reports on Form 10-Q and CECO’s current reports on Form 8-K that are, in each case, available on its website
at https://investors.cecoenviro.com and on the SEC’s website at https://www.sec.gov, and those detailed in Thermon’s annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Thermon’s
website at https://ir.thermon.com and on the SEC’s website at https://www.sec.gov.
All forward-looking statements are based on assumptions that CECO or
Thermon believe to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses
made by CECO and Thermon in light of their perceptions of current conditions, expected future developments, and other factors that CECO
and Thermon believe are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties.
Forward-looking statements are not guarantees of future performance and actual events may be materially different from those expressed
or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press
release.
Neither CECO nor Thermon undertakes, and each of them expressly disclaims,
any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required
by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Contacts:
CECO Contacts:
Marcio Pinto
Vice President - Financial Planning & Investor Relations
Investor.Relations@OneCECO.com
Investor Relations:
Steven Hooser and Jean Marie Young
Three Part Advisors, LLC
214-872-2710
Investor.Relations@OneCECO.com
Media:
Ed Trissel / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
CECO-JF@joelefrank.com
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.1
Cover
May 27, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
May 27, 2026
Entity File Number
000-7099
Entity Registrant Name
CECO ENVIRONMENTAL CORP.
Entity Central Index Key
0000003197
Entity Tax Identification Number
13-2566064
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
5080 Spectrum Drive
Entity Address, Address Line Two
East Tower
Entity Address, Address Line Three
Suite 800E
Entity Address, City or Town
Addison
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
75001
City Area Code
214
Local Phone Number
357-6181
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock, par value $0.01 per share
Trading Symbol
CECO
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 3 such as an Office Park
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine3
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration