Business Context and Reporting Period
This Form 8-K Current Report from Limbach Holdings, Inc. (LMB) covers events occurring on June 11, 2025, specifically the results of the Company's 2025 Annual Meeting of Stockholders. The filing details the election of directors, executive compensation votes, and the approval of amendments to the Company's Omnibus Incentive Plan.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. No financial statements are included in this document.
Material Changes and Corporate Actions
The primary material change reported is the stockholder approval of Amendment No. 6 to the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan. Key changes include:
- Death or Disability: Full vesting of time-based Restricted Stock Units (RSUs) and vesting of Performance Stock Units (PSUs) at the "Target" level.
- Retirement (without notice) or Reduction in Force: Pro-rated vesting of RSUs through the termination date and pro-rated vesting of PSUs based on actual performance levels achieved.
- Retirement (with notice): Continued vesting of RSUs and PSUs based on actual performance levels achieved on measurement dates.
- Definitions: "Retirement" is defined as termination without Cause after reaching age 60 with a combined age and service total of 65. "Reduction in Force" is defined as a termination without Cause due to reorganization.
Stockholder Vote Results
Stockholders representing 9,387,815 shares participated in the Annual Meeting. The voting results were as follows:
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Michael M. McCann (Class C Director) | 5,991,158 | 2,168,424 (Withheld) | N/A | 1,228,233 |
| Election of Laurel J. Krzeminski (Class C Director) | 5,532,195 | 2,627,387 (Withheld) | N/A | 1,228,233 |
| Advisory Vote on Executive Compensation | 7,954,343 | 200,293 | 4,946 | 1,228,233 |
| Amendment to Omnibus Incentive Plan | 7,733,752 | 423,684 | 2,146 | N/A |
| Ratification of Crowe LLP (Auditor) | 9,312,307 | 59,514 | 15,994 | N/A |
Outlook, Risks, and Contingencies
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard definitions within the amended Incentive Plan. The amendment is effective immediately upon stockholder approval.
Investor Verification Checklist
- Verify the specific terms of the Amended Omnibus Incentive Plan (Exhibit 10.1) to understand the exact impact on outstanding equity awards.
- Review the Definitive Proxy Statement filed on April 23, 2025, for detailed material terms of the plan amendment.
- Confirm the tenure of the newly elected Class C directors, Michael M. McCann and Laurel J. Krzeminski, which extends until the 2028 annual meeting.
- Note that Crowe LLP has been ratified as the independent auditor for the fiscal year ending December 31, 2025.