CECO ENVIRONMENTAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 20, 2013, Ronald E. Krieg voluntarily resigned as a director of CECO
Environmental Corp (the "Company"), such resignation to be effective on
December 31, 2013. Mr. Krieg served on the Audit Committee as its Chair.
Mr. Krieg's decision to resign as a director is not the result of any
disagreement between Mr. Krieg and the Company on any matter relating to the
Company's operations, policies or practices.
On December 20, 2013, the Board of Directors (the "Board") of the Company
elected Lynn J. Lyall, age 60, as a director effective December 31, 2013, to
serve until the Company's next annual meeting of stockholders. The Board also
appointed Mr. Lyall as chairman of the Audit Committee of the Company, also
effective on December 31, 2013. The Board has determined that Mr. Lyall is an
audit committee financial expert, as defined by Item 401(h) of Regulation S-K of
the Securities Exchange Act of 1934, and an independent director under the
applicable NASDAQ listing standards. There are no understandings or arrangements
between Mr. Lyall and any other person pursuant to which he was appointed.
Mr. Lyall does not have a direct or indirect material interest in a transaction
required to be disclosed under Item 404 of Regulation S-K.
Prior to his appointment, Mr. Lyall had been Executive Vice President and Chief
Financial Officer at Heartland Dental Care, Inc. from 2009 to 2013 and Executive
Vice President and Chief Financial Officer at Xrite, Inc. in 2009. He also has
held senior management positions at Alticor, Inc. (formerly Amway Corporation),
Blockbuster Entertainment Group, and with Cadbury Beverages and Dr. Pepper/Seven
Up, both subsidiaries of Cadbury Schweppes, PLC. Effective January 8, 2014,
Mr. Lyall will become Chief Financial Officer at Advanced Recovery Systems LLC.
Upon his appointment to CECO Environmental Corp. as of December 31, 2013, the
Compensation Committee of the Board will grant Mr. Lyall an award of 10,000
stock options to vest over five years, with the first installment vesting one
year from the date of grant and will be subject to the terms and conditions of
the Company's Amended and Restated 2007 Equity Incentive Plan. Mr. Lyall will
also receive an annual retainer of $40,000 per year.
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