LIMBACH HOLDINGS, INC. (NASDAQ:LMB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2019, the Board of Directors (the “Board”) of Limbach Holdings, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Kyle Cerminara as a new director and member of the Company’s Compensation Committee, effective immediately. Mr. Cerminara will join the Board as a Class A director, such being the class of directors whose terms expire at the Company’s 2020 Annual Meeting of Stockholders.
As a non-employee director, Mr. Cerminara will receive compensation in the same manner as the Company’s other non-employee directors, which compensation is an annual retainer of $60,000 per year. The Company’s non-employee directors are also eligible to receive equity-based awards as compensation for their services as directors.
There are no arrangements or understandings between Mr. Cerminara and any other person to which he was elected as a director.
Mr. Cerminara is manager of 1347 Investors, LLC (“1347 Investors”), an affiliate of the Company. On July14, 2017, the Company entered into a preferred stock repurchase agreement with the 1347 Investors, to which the Company repurchased from 1347 Investors a total of 120,000 shares of the Company’s preferred stock, for an aggregate sum of $4,092,153 in cash. On January12, 2018, the Company repurchased the remaining 280,000 shares of its preferred stock from 1347 Investors for an aggregate sum of $9,974,000, including accrued dividends associated with the partial repurchase. There are no other transactions involving Mr. Cerminara and the Company that are required to be reported under Item 404 (a) of Regulation S-K.
