CECO Environmental Corp. (NASDAQ:CECE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
On December4, 2017, the board of directors (the “Board”) of CECO Environmental Corp. (the “Company”) amended and restated the Amended and Restated By-Laws of the Company (the “Amended and Restated By-Laws”), effective immediately. The Amended and Restated By-Laws include an amendment adding a new forum selection provision that provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i)any derivative action or proceeding brought on behalf of the Company, (ii)any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii)any action asserting a claim arising to any provision of the General Corporation Law of the State of Delaware, or (iv)any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject-matter jurisdiction, another state or federal court within the State of Delaware). The Board determined that adoption of the forum selection By-law is in the best interests of the Company and its stockholders for a number of reasons, including the importance of preventing the unnecessary diversion of corporate resources to address costly, wasteful and duplicative multi-forum litigation, facilitating increased consistency and predictability in litigation outcomes and recent caselaw developments in other jurisdictions upholding the Board’s authority to adopt such By-laws and their validity.
Additionally, the Amended and Restated By-Laws: (i)provide for advance notice procedures to govern the process by which stockholders can nominate directors and propose other business for consideration at meetings of stockholders, (ii)clarify that the Chairman of the Board is not an officer position within the Company, (iii)make conforming changes to the indemnity provisions to be consistent with the Company’s certificate of incorporation, and (iv)make other incidental clean-up changes.
The foregoing description of the Amended and Restated By-Laws is only a summary, does not purport to be a complete description of the Amended and Restated By-Laws, and is qualified in its entirety by reference to the Amended and Restated By-Laws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03. | Financial Statements and Exhibits. |
(d) Exhibits
2
CECO ENVIRONMENTAL CORP ExhibitEX-3.1 2 d477604dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF CECO ENVIRONMENTAL CORP. ARTICLE I OFFICES CECO Environmental Corp.,…To view the full exhibit click here
About CECO Environmental Corp. (NASDAQ:CECE)
CECO Environmental Corp. is a provider of engineered technologies to the environmental, energy, and fluid handling and filtration industrial segments. The Company focuses on engineering, designing, building and installing systems that capture, clean and destroy airborne contaminants from industrial facilities, as well as equipment that controls emissions from such facilities, and fluid handling and filtration systems. It operates through three segments: Environmental, which produces various types of product recovery and air pollution control technologies; Energy, which produces customized solutions for the power and petrochemical industry, and Fluid Handling and Filtration, which produces pump, filtration and fume exhaust solutions. It offers products and services, such as dampers and diverters, cyclonic technology, thermal oxidizers, filtration systems, scrubbers, fluid handling equipment, and plant engineering services and engineered design build fabrication.
