UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported):  June 11, 2020

CECO Environmental Corp.
(Exact Name of Registrant as Specified in its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2020, the stockholders of CECO Environmental Corp. (the “Company”) approved the CECO Environmental Corp. 2020 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides employees of the Company and its subsidiaries with an opportunity to purchase shares of common stock, par value $0.01 per share (“common stock”), of the Company through accumulated payroll deductions. All employees of the Company and subsidiaries or controlled entities (including executive officers) are eligible to participate in the ESPP, except for employees who have been employed less than six months or employees whose customary employment is twenty hours or less per week. Eligible employees may elect to participate in the ESPP by contributing a percentage of their after-tax compensation through payroll deductions. At the end of each offering period under the ESPP, the balance of a participant’s account will be used to purchase shares of common stock at a purchase price of 85% of the lower of the fair market value of the common stock on the Offering Date (as defined in the ESPP) and the Purchase Date (as defined in the ESPP). The aggregate maximum number of shares of the Company’s common stock that may be purchased under the ESPP is 1,300,000 shares over the 10 year term of the ESPP, subject in general to adjustment in the event there is a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, or similar transaction with respect to the common stock. The Board of Directors of the Company (the “Board”) may at any time and for any reason alter, amend, suspend or terminate the ESPP. The ESPP also qualifies certain common stock issued under the ESPP for special tax treatment under Section 423 of the U.S. Internal Revenue Code of 1986, as amended. The description of the ESPP set forth above does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the ESPP, a copy of which is filed herewith as Exhibit 10.1, and the terms of which are incorporated by reference herein.

5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, stockholders of the Company considered:  1) the election of the eight director nominees named in the proxy statement; 2) an advisory vote to approve the Company’s named executive officer compensation; 3) approval of the ESPP; and 4) the ratification of the Company’s independent registered public accounting firm for fiscal 2020. The voting results at the Annual Meeting with respect to each of the matters described above were as follows:

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.