CECO Environmental Corp. (NASDAQ:CECE) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.

This Form 8-K is being furnished to the SEC in accordance with the Delaware Court of Chancery’s public notice requirement relating to the payment of the negotiated attorney fee. Aside from the disclosure itself, nothing under this Form 8-K shall be deemed to be an admission of the legal necessity or materiality under any federal, state or other applicable laws with respect to the negotiated attorney fee set forth herein.

On May 4, 2015, PMFG, Inc. (“PMFG”) entered into an Agreement and Plan of Merger, dated May 4, 2015 (the “Merger Agreement”), by and among PMFG, CECO Environmental Corp. (“Parent”), Top Gear Acquisition Inc. (“Merger Sub I”), and Top Gear Acquisition II LLC (“Merger Sub II”) (collectively referred to as “CECO”), to which CECO agreed to acquire (and ultimately acquired) all of the outstanding shares of PMFG common stock for $6.85 per share (the “Transaction”). On June 9, 2015, in connection with the Merger, PMFG and CECO filed a Solicitation/Recommendation Statement, on Form S-4 (the “S-4”), with the United States Securities and Exchange Commission (the “SEC”).

Subsequent to the announcement of the Merger, PMFG’s directors and CECO were named as defendants in two purported class action lawsuits related to the proposed Merger that were filed in the Delaware Court of Chancery, Herre v. Burlage, et al., C.A. No. 11223-VCN and Brown v. CECO Environmental Corp., et al., C.A. No. 11306-VCN (the Herre and Brown actions were consolidated as In re PMFG Incorporated Stockholders Litigation, Consolidated C.A. No. 11223-VCN). The stockholder actions alleged, inter alia, that the S-4 omitted or misstated material information in connection with the Merger and sought class action certification and equitable relief, including judgments enjoining the defendants from consummating the Merger on the agreed-upon terms.

Plaintiffs and defendants subsequently agreed on certain additional disclosures that defendants included in SEC Form 8-K filings with the SEC on August 24, 2015 (the “Supplemental Disclosures”). While defendants maintain that the Supplemental Disclosures were neither necessary nor material, defendants believed that filing the Supplemental Disclosures would address the claims asserted by the plaintiffs, eliminating the possibility that plaintiffs’ class action claims would delay the closing of the Merger and allowing the Merger to be put to a vote of the stockholders. Plaintiffs thereafter withdrew their pending motion to preliminarily enjoin the shareholder vote.

On August 23, 2015, the parties entered into a proposed settlement of the action.

The Merger closed on September 3, 2015.

On September 1, 2016, Plaintiffs withdrew from the proposed settlement and the Delaware Court of Chancery approved a stipulation dismissing the consolidated stockholder action with prejudice as to the plaintiffs and without prejudice to the putative class members. The Court retained jurisdiction solely for the purpose of adjudicating counsels’ anticipated applications for awards of attorneys’ fees and reimbursement of expenses. In order to avoid the uncertainties and costs associated with a contested application for attorneys’ fees, the parties to the actions agreed to a payment made directly by the relevant insurer to plaintiffs’ counsel in the amount of $75,000 in full satisfaction of all claims for attorneys’ fees and expenses by counsel in the consolidated actions. The Delaware Court of Chancery has not been asked to review, and will pass no judgment on, the payment of a fee or its reasonableness. Contact information for counsel is Marc L. Ackerman for plaintiffs, who can be reached at (610) 667-6200, and Gregory P. Williams for defendants, who can be reached at (302) 651-7700.

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.

CECO Environmental Corp. (NASDAQ:CECE) Recent Trading Information

CECO Environmental Corp. (NASDAQ:CECE) closed its last trading session up +0.05 at 9.21 with 302,952 shares trading hands.