CECO Environmental Corp. (CECO) Earnings Call Transcript & Summary

Good morning and welcome to the CECO Environmental Corp. 2021 Annual Meeting of Stockholders. I would now like to introduce the first presenter, Jason DeZwirek.

Thank you. 2021 annual meeting of stockholders of CECO Enviromental Corp. is called to order. I am Jason DeZwirek, Chairman and Director of the company, and I will be presiding at this meeting. Let me take this opportunity to welcome you all to our 2021 annual meeting. This meeting is being webcast live. Stockholders attending the meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. As is our custom, we will answer questions at the end of the meeting. You may submit questions at any time during this meeting and the space provided on the virtual meeting screen. Out of consideration for others, please limit yourself to 1 question. We may not be able to answer every single one, but we will do our best to provide a response to as many as possible. No one attending the meeting is permitted to record the meeting. I would like to introduce you to the other directors and members of the management of the company who are here with us today. Todd Gleason, Chief Executive Officer and Director; Matt Eckl, Chief Financial Officer; Paul Gohr, Chief Accounting Officer; Chasity Henry, General Counsel and Secretary; Ramesh Nuggihalli, Chief Operating Officer; Eric Goldberg, Director; David Liner, Director; Claudio Mannarino, Director; Munish Nanda, Director; Jonathan Pollack, Assistant Secretary and Director; and Valerie Sachs Director. I appoint Chasity Henry, who is the company's General Counsel and Secretary, to act as secretary of the meeting to record the proceedings. The Board has appointed Matt Eckl, who is the company's Chief Financial Officer, as the inspector of election for this meeting to resolve any issues relating to the shares to be voted or the proxy cards to count the votes and to certify the vote on each of the proposals. Matt has an affidavit update of mailing and a list prepared by our transfer agent of all stockholders entitled to vote at this meeting and the number of shares held by each stockholder of record. This list will remain open for inspection by any stockholder during the entire meeting on the website used to access the [ MEA ]. All stockholders entitled to vote at this meeting have the ability to do so online. After voting has been completed on all matters, we will close the polls, and the inspector of election will provide his preliminary report. Okay, our first order of business at this meeting is to determine whether the shares represented at the meeting either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. This meeting is being held pursuant to a notice made available to stockholders on April 15, 2021. I have the following information from Matt regarding the number of shares to be voted today. Represented at the meeting by proxy are at least 31,137,505 shares, which is 88% of the total number of shares outstanding and entitled to vote. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, a quorum is present, and it is in order to proceed with the business to be considered as set forth in the notice of the meeting and proxy statement. The next order of business is a description of the matters to be voted on at today's meeting. The notice of this meeting and the proxy statement, note 4 items of business to be voted upon. The first item is the election of directors. The following nominees are standing for reelection to the Board. Jason DeZwirek, Todd Gleason, Eric Golberg, David Liner, Claudio Mannarino, Munish Nanda, Jonathan Pollack and Valerie Sachs. Information regarding all the nominees is contained in the proxy statement. The Board recommends stockholders vote for each nominee. The second item is about to approve, on an advisory basis, the compensation paid to our named executive officers. The Board recommends stockholders both for the approval of our named Executive Officer compensation. The third item is about to approve the CECO Environmental Corp. 2021 equity and incentive compensation plan. The Board recommends stockholders vote for approval of the CECO Environmental Corp. 2021 equity and incentive compensation plan. The fourth item is the ratification by the stockholders of the appointment of the independent registered public accounting firm for the company for the fiscal year ending December 31, 2021. As set forth in the proxy statement, the Board of Directors, based on the recommendation of the Audit Committee, has ratified the appointment of the firm of BDO USA LLP as the company's independent registered public accounting firm for 2021. The Board recommends ratification by the stockholders of this appointment. The polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting body on the website and following the instructions there. If you previously voted, you do not need to do anything unless you wish to change your vote. We will now have a slight pause for voting. [Voting]

Okay. To continue Chasity?

Yes.

Now that everyone has had the opportunity to vote, I hereby declare the polls closed. Matt, as inspector of election, do you have preliminary voting results on the 4 proposals?

Yes.

Thank you. I have been informed by the inspector of election that the preliminary vote report shows that Jason DeZwirek, Todd Gleason, Eric Goldberg, David Liner, Claudio Mannarino, Munish Nanda, Jonathan Pollack and Valerie Sachs have been duly elected as directors of the company, that the company's named Executive Officer compensation has been approved on an advisory basis that the CECO environmental Corp. 2021 equity and incentive compensation plan has been approved. And that the appointment of BDO U.S.A., LLP as the company's independent registered public accounting for 2021 has been duly ratified. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days. The certificate and report of the inspector of election, which contains the vote totals, will be filed with the minutes of this meeting in the company's minute book. That concludes the formal business on the agenda. I will now entertain a motion that this meeting be adjourned.

I move that the meeting be adjourned.

I second the motion.

All in favor, say, aye.

Aye.

Aye.

All oppose, say, no. Okay. The meeting is hereby adjourned. We will now open the floor for questions.

It doesn't look like there are any questions at this time.

Okay. Chasity, okay, if we conclude? Thank you, everybody. That's it.

Thank you. The CECO Environmental 2021 Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now disconnect.

Thank you.