{"url_path":"/sec/ceco/8-k/2026-06-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-068661-index.html","accession_number":"0001104659-26-068661","cik":"0000003197","ticker":"CECO","issuer_name":"CECO ENVIRONMENTAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/3197/0001104659-26-068661-index.html","primary_entity_key":"0000003197","primary_entity_name":"CECO ENVIRONMENTAL CORP"},"word_count":280,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\n**Directors**\n\n \n\nPursuant to Sections 1.7 and 6.3(e) of the Merger Agreement,\neffective as of the effective time of the First Merger, the size of the Board of Directors of the Company (the “Board”) was\nincreased from eight members to ten members and the Board appointed Marcus J. George and Victor L. Richey, each of whom served as a member\nof the board of directors of Thermon immediately prior thereto, as directors of the Company to fill the two newly created vacancies on\nthe Board. Mr. George was designated by Thermon in its sole discretion, and Mr. Richey was designated by mutual agreement of\nthe Chairman of the Thermon board and the Chairman of the Board, in each case as a new board designee in accordance with the Merger Agreement.\nCECO has confirmed that each of Mr. George and Mr. Richey satisfies the applicable Nasdaq independence standards and the written\ncorporate governance policies generally applicable to all members of the Board.\n\n \n\n \n\n \n\n \n\nEach new director will be compensated for service on the Board in accordance\nwith the Company’s standard director compensation program. The Company has entered into its standard indemnification agreement with\neach new director.\n\n \n\nIn addition, in connection with the consummation of the Mergers, the Board appointed Todd Gleason, CECO’s Chief Executive Officer\nand an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger. Mr. Gleason\nwill continue to serve as Chief Executive Officer of the Company. Mr. Jason DeZwirek has been designated as the Lead Independent Director."}