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):July 19, 2016
____________________
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.) |
31 – 35th Street, Pittsburgh, Pennsylvania 15201
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2016, at the special meeting in lieu of the 2016 annual meeting of stockholders (the “Special Meeting”) of Limbach Holdings, Inc. (f/k/a 1347 Capital Corp.) (the “Company” or “we”), the Company’s stockholders approved and adopted the 1347 Capital Corp. 2016 Omnibus Incentive Plan (the “2016 Plan”).
We have provided a description of the 2016 Plan under the heading “Proposal No. 4—Approval and Adoption of the 1347 Capital Corp. 2016 Omnibus Incentive Plan” in the Company’s final prospectus (as amended, the “Prospectus”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2016 pursuant to Rule 424(b) of the rules and regulations of the SEC under the Securities Act of 1933, as amended (the “Securities Act”), beginning on page 110, which is incorporated herein by reference. We qualify that description in its entirety by reference to the full 2016 Plan set forth in Annex C to the Prospectus, which we have included as Exhibit 10.1 hereto and incorporate herein by reference.
At the Special Meeting, Charles A. Bacon, III, David S. Gellman and Larry G. Swets, Jr. were elected by the Company’s stockholders to serve as Class A directors, with terms expiring at the Company’s annual meeting of stockholders in 2017, Norbert W. Young was elected by the Company’s stockholders to serve as a Class B director, with a term expiring at the annual meeting of stockholders in 2018, and S. Matthew Katz and Gordon G. Pratt were elected by the Company’s stockholders to serve as Class C directors, with terms expiring at the annual meeting of stockholders in 2019.
Information with respect to the newly elected directors is set forth in the Prospectus in the section entitled “Management After the Business Combination” beginning on page 172, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) As noted above, we held our Special Meeting on July 19, 2016.
(b) We set forth below a summary of the final voting results for the proposals that our stockholders considered and voted on at the Special Meeting.
| 1. | Approval of the Business Combination |
The Company’s stockholders voted to approve and adopt the Agreement and Plan of Merger, dated March 23, 2016, by and among the Company, Limbach Holdings LLC and FdG HVAC LLC. We set forth below the results of the stockholder vote on this proposal:
| Votes For | | Votes Against | | Abstentions |
| 5,565,752 | | 320,601 | | 2 |
| 2. | Approval of the Certificate Proposals |
The Company’s stockholders voted to approve and adopt the Second Amended and Restated Certificate of Incorporation. We set forth below the results of the stockholder vote on the ten proposals relating thereto:
| Proposal | | Votes For | | Votes
Against | | Abstentions |
| 2A – Change of Name and Removal of Blank Check Company Provisions | | 5,563,633 | | 322,722 | | 0 |
| 2B – Increase the Number of Authorized Shares | | 5,501,303 | | 385,052 | | 0 |
| 2C – Authorization of the Board or any Authorized Committee of the Board to Issue Preferred Stock | | 5,501,683 | | 384,672 | | 0 |
| 2D – Number and Election of Directors | | 5,563,530 | | 322,822 | | 3 |
| 2E – Stockholder Action by Written Consent | | 5,503,528 | | 322,824 | | 60,003 |
| 2F – Special Meetings of the Stockholders | | 5,503,531 | | 322,824 | | 60,000 |
| 2G – Opt Out of Section 203 | | 5,503,530 | | 322,822 | | 60,003 |
| 2H – Exclusive Forum Provision | | 5,503,628 | | 322,724 | | 60,003 |
| 2I – Opt-in to Corporate Opportunity Doctrine | | 5,503,533 | | 322,822 | | 60,000 |
| 2J – Amendments to Certificate | | 5,503,633 | | 262,722 | | 120,000 |
3. Election of Directors
The Company’s stockholders elected each of the following director nominees directors of the Company to serve in the classes and for the terms listed below, or until his respective successor is duly elected and qualified. We set forth below the results of the stockholder vote for each director nominee:
| Nominee | | Class | | Annual Meeting at
Which Term Expires | | Votes For | | Votes
Withheld |
| Charles A. Bacon, III | | Class A | | 2017 | | 5,555,733 | | 320,622 |
| David S. Gellman | | Class A | | 2017 | | 5,730,733 | | 155,622 |
| Larry G. Swets, Jr. | | Class A | | 2017 | | 5,555,733 | | 330,622 |
| Norbert W. Young | | Class B | | 2018 | | 5,730,733 | | 155,622 |
| S. Matthew Katz | | Class C | | 2019 | | 5,730,733 | | 155,622 |
| Gordon G. Pratt | | Class C | | 2019 | | 5,555,733 | | 330,622 |
| 4. | Approval of the 2016 Plan |
The Company’s stockholders voted to approve the 2016 Plan, as described under Item 5.02 to this Current Report on Form 8-K. We set forth below the results of the stockholder vote on this proposal:
| Votes For | | Votes Against | | Abstentions |
| 5,468,733 | | 322,722 | | 94,900 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 10.1 | | 1347 Capital Corp. 2016 Omnibus Incentive Plan (incorporated by reference to Annex C to the 1347 Capital Corp. Prospectus (File No. 333-210772) filed on June 16, 2016.) |
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/ John T. Jordan, Jr. |
| | | Name: | John T. Jordan, Jr. |
| | | Title: | Chief Financial Officer |
| | | |
| Dated: July 25, 2016 | | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| 10.1 | | 1347 Capital Corp. 2016 Omnibus Incentive Plan (incorporated by reference to Annex C to the 1347 Capital Corp. Prospectus (File No. 333-210772) filed on June 16, 2016.) |
