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): March 27, 2020

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2020, Kyle Cerminara, a member of the Board of Directors (the “Board”) of Limbach Holdings, Inc. (the “Company”), resigned as a director of the Company and all Board committees on which he serves, effective immediately. Mr. Cerminara’s resignation was not a result of a disagreement with the Company. In connection with Mr. Cerminara’s resignation, the Board along with the Compensation Committee accelerated the vesting with respect to 5,334 shares of the Company’s Common Stock subject to outstanding Restricted Stock Unit awards held by Mr. Cerminara.

Upon the recommendation of the Nominating and Corporate Governance Committee, on March 27, 2020, the Board also appointed Joshua S. Horowitz, as a new director and member of the Company’s Audit and Compensation Committees, effective immediately to fill the vacancy created by Mr. Cerminara’s resignation. Mr. Horowitz will join the Board as a Class A director, such being the class of directors whose terms expire at the Company’s 2020 Annual Meeting of Stockholders. Mr. Horowitz previously served on the Company’s Board from July 2014 to July 2016.

As a non-employee director, Mr. Horowitz will receive compensation in the same manner as the Company’s other non-employee directors, which cash compensation as a director is an annual retainer of $60,000 per year. The Company’s non-employee directors are also eligible to receive equity-based awards as compensation for their services as directors.

There are no arrangements or understandings between Mr. Horowitz and any other person pursuant to which he was elected as a director. There are also no transactions involving Mr. Horowitz and the Company that are required to be reported under Item 404 (a) of Regulation S-K.

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.