Thermon (THR) Proxy filing summary

Executive summary

• CECO and Thermon propose a merger, with Thermon becoming a wholly owned subsidiary of CECO through a two-step merger process, subject to shareholder approval and regulatory clearance.

• Thermon shareholders can elect to receive mixed consideration (0.6840 CECO shares + $10 cash), all cash ($63.89/share), or all stock (0.8110 CECO shares/share), with proration if cash or stock elections exceed set caps.

• The combined company will be 62.5% owned by CECO shareholders and 37.5% by Thermon shareholders, with actual percentages depending on elections and proration.

• The merger is expected to create a diversified industrial company with enhanced scale, product offerings, and geographic reach, and is anticipated to be accretive to earnings.

• Both boards unanimously recommend approval, and key CECO shareholders have entered into voting agreements to support the transaction.

Voting matters and shareholder proposals

• CECO shareholders will vote on stock issuance, director elections, executive compensation (say-on-pay), a new equity plan, auditor ratification, and potential adjournment.

• Thermon shareholders will vote on the merger agreement, executive compensation related to the merger (advisory), and potential adjournment.

• Approval of the CECO stock issuance and Thermon merger proposal are required for the merger to close; other proposals are not closing conditions.

• Voting agreements obligate key CECO insiders to support the merger.

Board of directors and corporate governance

• The CECO board will expand from 8 to 10 members post-merger, with two Thermon designees joining.

• All current CECO directors except the CEO are independent; board committees oversee audit, compensation, governance, and M&A.

• The board emphasizes diversity, experience, and robust governance practices, including ESG oversight.