Welcome to the Thermon Group Holdings special meeting of stockholders. Today's conference is being recorded. Our first speaker is John Clarke, Chairman of the Board of Directors of Thermon Group Holdings and chairman of this meeting. Please go ahead, sir. Thank you. Will the meeting please come to order? Along with my fellow directors and executive officers, I thank you all for joining us today and welcome you to this special meeting of stockholders of Thermon Group Holdings, Inc. I wish to express my sincere thanks to the stockholders who submitted their proxies in advance of this meeting, as well as to those of you who are here today for your interest in the affairs of Thermon. Please note that in order to facilitate a smooth meeting, we plan to adhere to the agenda and rules of conduct previously distributed. Please be reminded that recording this meeting is not allowed. I will now ask Ryan Tarkington, Thermon's General Counsel, to introduce our directors and officers who are in attendance today and to discuss some procedural matters. Thank you, John. We would like to begin by introducing the Directors of Thermon who are in attendance today. We welcome John Clarke, our Chairman of the Board, Bruce Thames, President and Chief Executive Officer, Linda Dalgetty, Roger Fix, Marcus George, Victor Richey, and Angela Strzelecki. The Thermon executives who are in attendance are Bruce Thames, Jan Schott, Thomas Cerovski, and of course myself. I will now turn the floor back over to Mr. Clarke for a few additional procedural matters, and then we will take up the items to be acted upon at this meeting. Thank you, Mr. Tarkington. Mr. Tarkington has also been appointed to act as independent Inspector of Election. Mr. Tarkington has taken an oath as Inspector of Election and will tabulate all votes cast at this meeting. Will the Secretary please report on the proof of notice of meeting? I have an affidavit of distribution from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of the close of business on the record date, April 20th, 2026. The notice of special meeting of Thermon stockholders and related joint proxy statement and prospectus, all of which Broadridge Financial Solutions commenced distribution to stockholders on April 23rd, 2026. This affidavit will be filed with the minutes of the meeting. Electronic copies of the joint proxy statement and prospectus materials are available on the website used to access this meeting. Accordingly, this meeting was duly called and notice this meeting was properly given to our stockholders in accordance with provisions of our bylaws and applicable law. Thank you, Mr. Tarkington. Will you please present your report of attendance at this meeting so that we can determine whether a quorum is present? On April 20th, 2026, the record date for this special meeting, there were outstanding entitled to vote at this meeting a total of 32,869,538 shares of Thermon common stock. Under our bylaws and applicable law, a quorum will exist if stockholders holding a majority of the outstanding shares of Thermon common stock entitled to vote at the meeting are present in person or represented by proxy at such meeting. There are present in person or represented by proxy 28,772,878 shares of Thermon common stock, or approximately 87.53% of all the issued outstanding shares of Thermon common stock entitled to vote at this meeting. Thus, a quorum is present. On the basis of the report of Mr. Tarkington as Secretary and as Inspector of Election, I find that the proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. I will review the rules of conduct for this meeting. As Mr. Clarke noted, a meeting agenda and rules of conduct were previously distributed. To conduct an orderly meeting, I ask that participants abide by these rules. If you have questions relating to proposals to be considered for approval at today's meeting, please submit your questions in the field provided in the web portal. Only management of the company will see questions once they are submitted. We will answer questions on any matters in the agenda to be voted on by stockholders at the meeting, at the beginning of the meeting, and again before the voting is closed. Only questions pertaining to the meeting matters will be answered during the meeting, subject to any time constraints. We ask that you limit yourself to two questions or topics. Thank you in advance for your cooperation with these rules. There are three items of business on the agenda, each of which was listed in the notice of meeting mailed to Thermon stockholders. Pursuant to our bylaws and Delaware law, only matters included in the notice of meeting may be considered and voted on at this meeting. The preliminary voting results will be available once certified. I will now introduce the matters to be considered. The first proposal before today's meeting is to adopt the agreement and plan of merger, dated as of February 23rd, 2026, as may be amended from time to time by and among CECO Environmental Corp., Longhorn Merger Sub, Inc, Longhorn Merger Sub LLC, and Thermon. Pursuant to which Longhorn Merger Sub Inc will merge with and into Thermon, with Thermon surviving as a wholly-owned subsidiary of CECO. Immediately thereafter, Thermon will merge with and into Longhorn Merger Sub LLC, with Longhorn Merger Sub LLC continuing as the surviving entity. The second proposal before today's meeting is to approve by a non-binding advisory vote the compensation that may be paid or become payable to Thermon's named executive officers in connection with the mergers. The third proposal before today's meeting is a proposal to adjourn the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the first proposal. Are there any questions or comments on these three proposals brought before the meeting? If so, please submit your questions through the web portal if you have not already done so. Okay. Seeing none, I will now open the polls. It is 8:07 A.M. Central Time on May 27, 2026, and the polls for voting on all matters are open. All stockholders of record as of the record date have the ability to vote online if they logged in using the unique 16-digit control number contained in their proxy materials. If you have already voted by proxy, it is not necessary to vote at this time unless you want to change your vote. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so at this time via the website used to access this meeting. After we close the polls, the Inspector of Election will provide a preliminary report. The polls are about to close, so if you have not yet voted, please do so. Are there any additional questions or comments on these three proposals brought before the meeting? If so, please submit your question through the web portal. Since everyone has had the opportunity to vote and there are no further questions, it is now 8:08 Central Time and the polls are now closed. I will now ask the Inspector of Election to provide a preliminary report on the voting results for the matters that have come before this meeting. Okay. Mr. Chairman, I've examined the proxies and ballots as submitted. The votes have been calculated, and I hereby report the following results. The preliminary results are as follows. With respect to Proposal number 1, to adopt a merger agreement, there were a total of 28,766,607 votes cast in favor, constituting approximately 87.51% of the outstanding shares of Thermon stock entitled to vote on such proposal. There were 3,169 votes against and 3,102 abstentions. Based on the receipt of the affirmative vote of a majority of the outstanding shares of Thermon common stock entitled to vote on this matter, the merger agreement has been adopted. With respect to Proposal number 2, to approve on an advisory basis the compensation arrangements for Thermon's named executive officers in connection with the mergers, the proposal received 28,484,838 affirmative votes, constituting approximately 99.13% of the shares of Thermon common stock present in person or represented by proxy entitled to vote on such proposal. There were 249,056 votes against and 38,984 abstentions. Based on the receipt of the affirmative votes of the holders of a majority of the shares of Thermon common stock present in person or represented by proxy entitled to vote on this matter, the Thermon compensation proposal has been approved. With respect to Proposal number 3, to adopt the adjournment of this meeting, the proposal has been rendered moot and was not voted upon. You have heard the report of the Inspector of Election. Whereas the necessary votes have been cast in favor of each of the first two proposals, I hereby declare that, one, the merger agreement has been duly adopted, and two, the proposal to approve on a non-binding advisory basis the compensation arrangement for Thermon's named executive officers in connection with the mergers has been duly approved. These results are preliminary, and the final tally of the votes cast on each matter will be reported on a current report on Form 8-K to be filed with the SEC within four business days of this meeting. We will file the final report of the Inspector of Election with the records of this meeting. That concludes the business of the meeting. The meeting is now adjourned. I thank you all for your interest in and support of Thermon. This concludes today's call. Thank you for your participation. You may now disconnect.
Loading workspace