Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - Limbach Holdings, Inc. | tv509276_ex99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - Limbach Holdings, Inc. | tv509276_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - Limbach Holdings, Inc. | tv509276_ex99-1.htm |
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):
December 14, 2018
____________________
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.) |
1251 Waterfront Place, Suite 201, Pittsburgh,
Pennsylvania 15222
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
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 x
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Resignation of David S. Gellman from Board of Directors from Limbach Holdings, Inc. (the “Company”)
On December 14, 2018, David S. Gellman, a member of our Board of Directors (the “Board”), resigned as a director of the Company all Board committees on which he serves, effective immediately. Mr. Gellman’s resignation was not a result of a disagreement with the Company.
Mr. Gellman’s resignation letter, the Agreement and Mutual Release between Mr. Gellman and the Company dated as of December 14, 2018 and the Company’s press release announcing Mr. Gellman’s resignation are attached as Exhibits 99.1, 99.2 and 99.3 hereto, respectively, and all such exhibits are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | ||
| 99.1 | Resignation Letter | ||
| 99.2 | Agreement and Mutual Release dated December 14, 2018 | ||
| 99.3 | Press Release dated December 17, 2018 |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIMBACH HOLDINGS, INC. | |||
| /s/ John T. Jordan, Jr. | |||
| Name: John T. Jordan, Jr. | |||
| Title: Chief Financial Officer | |||
Dated: December 17, 2018
| 3 |