Form 8-K - Current report

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 13, 2024

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 7.01 Regulation FD Disclosure

On June 13, 2024, Limbach Holdings, Inc. (the “Company”) issued a press release announcing the election of Mr. David R. Gaboury to the Company’s Board of Directors at the 2024 annual meeting of stockholders of the Company. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
99.1	Press Release of Limbach Holdings, Inc., dated June 13, 2024.
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: Executive Vice President and Chief Financial Officer

Dated: June 13, 2024

Exhibit 99.1

LIMBACH HOLDINGS ELECTS DAVID GABOURY TO ITS BOARD OF DIRECTORS

Shifts in Board Leadership Leverage Members’ Expertise and Experience

WARRENDALE, Pa., June 13, 2024 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”), the building systems solutions firm, today announced the election of David Gaboury to its Board of Directors. With the addition of Mr. Gaboury, Limbach’s Board comprises seven directors, six of whom are independent.

With more than 40 years of experience in the engineering industry, Mr. Gaboury is a respected leader in the field and has contributed his deep industry expertise to the companies and boards he has served throughout his extensive career. Mr. Gaboury formerly served as the Board Chair, CEO and President of Terracon. During his CEO tenure, annual revenue increased from $75 million to $750 million, and the firm ranked 24th on Engineering News’ Record List of Top 500 Design Firms. He is now Chair Emeritus at Terracon. Prior to joining Terracon, Mr. Gaboury was with Woodward-Clyde Consultants for 15 years, serving as COO and President of Woodward Clyde Consultants for the last five years with the firm. Woodward Clyde Consultants was acquired by URS Corporation in 1997.

Mr. Gaboury has served in leadership roles on the boards of multiple professional, not-for-profit and civic organizations. He currently serves on the boards of Smith, Seckman Reid as lead director, RS&H as Board Chair and Weston Solutions, Inc. In addition, he serves on the board of Hall’s Culligan, a private company. He was Chair of the Board of Trustees for Olathe Medical Center, Inc. and a Trustee Chair of Olathe Medical Services, Inc. Mr. Gaboury was a member of the Board of Directors of the Construction Industry Round Table and the ACE Mentor Program. He has a B.S. degree in Civil Engineering from the University of Massachusetts Amherst, and a M.S. degree in Civil Engineering from the Massachusetts Institute of Technology.

Mr. Gaboury replaces Norbert W. Young who has retired from the board after nearly eight years of service. Joshua S. Horowitz, a member of the Limbach Board since March 2020, has been appointed Chairman of the Board, effective June 13, 2024. Mr. Horowitz succeeds Gordon G. Pratt, who has served as Chairman since the Company’s public markets debut in July 2016. Mr. Pratt will remain on the Board, and has been named Chairman Emeritus. In addition, Linda G. Alvarado will now lead the Nominating & Governance Committee, and Michael F. McNally will now lead the Compensation Committee. These changes in board composition and leadership were designed to leverage the broad expertise and experience of each Board member.

“I am delighted to welcome David to our Board of Directors,” said Joshua S. Horowitz, Chairman of the Board of Limbach Holdings. “He brings impressive leadership and operational experience that will support our strategy to become the premier pure-play provider of building systems solutions. We look forward to David’s contributions to the overall growth and expansion of our business.”

About Limbach

Limbach is a building systems solution firm that partners with building owners and facilities managers who have mission critical mechanical (heating, ventilation and air conditioning), electrical and plumbing infrastructure. We strive to be an indispensable partner to our customers by providing services that are essential to the operation of their businesses. We work with building owners primarily in six vertical markets: healthcare, industrial and manufacturing, data centers, life science, higher education, and cultural and entertainment. We have more than 1,300 team members in 19 offices across the eastern United States. Our team members uniquely combine engineering expertise with field installation skills to provide custom solutions that leverage our full life-cycle capabilities, which allows us to address both the operational and capital projects needs of our customers.

Media Contact
Tricia Ross
Financial Profiles, Inc.
TRoss@finprofiles.com
310.622.8226

Investor Contact
Julie Kegley
Financial Profiles, Inc.
jkegley@finprofiles.com
310.622.8246

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	001-36541
Entity Registrant Name	LIMBACH HOLDINGS, INC.
Entity Central Index Key	0001606163
Entity Tax Identification Number	46-5399422
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	797 Commonwealth Drive
Entity Address, City or Town	Warrendale
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15086
City Area Code	412
Local Phone Number	359-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	LMB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false