UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 2023
LIMBACH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-36541 | 46-5399422 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
797 Commonwealth Drive, Warrendale, Pennsylvania 15086
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (412) 359-2100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.0001 par value | LMB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 1, 2023, Limbach Holdings, Inc. (the “Company”) implemented the use of the Limbach Facility Services LLC Performance Award Summary for the Corporate Senior Management Short Term Incentive Plan (“STIP”) cash bonus (the “Award Summary”) in the form which is filed as Exhibit 10.1 to this Current Report on Form 8-K. This Award Summary is utilized for the annual STIP for senior executives, including the executive officers of the Company (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended). Under the Award Summary and the STIP these senior officers are eligible to participate and receive an annual cash performance-based bonus. The bonus amount is based on the Company’s performance relative to the Company’s adjusted EBITDA for the fiscal year (subject to certain minimum and maximum amounts) and based on a percentage of the officer’s annual base salary earned during the year. The purpose of the Award Summary and STIP are to maintain a competitive level of total cash compensation and to align the interests of the Company’s executives with those of the Company’s stockholders and with the strategic objectives of the Company.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the aforementioned document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | LIMBACH HOLDINGS, INC. | |
| | | | |
| | | | |
| | By: | /s/ Jayme L. Brooks | |
| | | Name: Jayme L. Brooks | |
| | | Title: Chief Financial Officer | |
Dated: February 3, 2023
