Limbach Holdings, Inc.

8-K · lmb-20260609.htm iXBRL

0001606163 2026-06-09 2026-06-09

 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): June 9, 2026
  
  
 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.)

  
 5102 W Laurel Street, Suite 700 , Tampa , Florida 33607
 (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 5.07 Submission of Matters to a Vote of Security Holders.

 On June 9, 2026, Limbach Holdings, Inc. (the “Company”, “our”, or “we”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). According to the inspector of elections, the stockholders present in person or by proxy at the Annual Meeting represented 10,432,247 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s 2026 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.
 1.     Election of Directors
 Our stockholders elected Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A directors to serve until the 2029 annual meeting of stockholders and until such director’s successor has been duly elected and qualified. We set forth below the results of the stockholder vote for each director nominee:

 Director For Withheld Broker Non-Votes
 Joshua S. Horowitz 8,827,689 595,371 1,009,187
 Linda G. Alvarado 6,127,695 3,295,365 1,009,187
 Terence P. Dugan 9,337,538 85,522 1,009,187

 2.     Approval of the Compensation of Our Named Executive Officers via a Non-Binding, Advisory Vote
 Our stockholders approved by non-binding, advisory vote on the compensation of the named executive officers of Limbach Holdings, Inc. We set forth below the results of the stockholder vote on this proposal:

 For Against Abstain Broker Non-Votes
 9,024,193 393,847 5,020 1,009,187

 3.     Approval of the frequency of an Advisory Vote on the compensation of our Named Executive Officers via a Non-Binding, Advisory Vote
 Our stockholders approved the frequency of the advisory vote on the compensation of named executive officers (“say-on-pay vote”) by non-binding, advisory vote. We set forth below the results of the stockholder vote on this proposal:

 1 Year 2 Years 3 Years Abstain Broker Non-Votes
 8,833,621 137,411 250,819 201,209 1,009,187

 4.    Ratification of Appointment of Independent Registered Public Accounting Firm
 Our stockholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We set forth below the results of the stockholder vote on this proposal:

 For Against Abstain
 10,244,410 159,766 28,071

 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: Executive Vice President and Chief Financial Officer  

  
 Dated: June 11, 2026