Limbach Holdings Inc

As previously discussed in our periodic reports, at our 2022 Annual Meeting of Stockholders held on June 22, 2022 (the “2022 Annual Meeting”), our stockholders approved, (i) the election of two Class C members of the Company’s Board of Directors; (ii) the approval of an amendment to the Limbach Holdings, Inc. Amended and Restated Omnibus Incentive Plan, which included an increase in the number of authorized shares under the plan by 350,000 shares of the Company’s common stock, par value $0.0001 per share; (iii) a non-binding advisory vote on the compensation of the Company’s named executive officers; and (iv) the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (the “Stockholder Actions”). The Stockholder Actions are described more fully in the Company’s definitive proxy statement for the 2022 Annual Meeting, filed with the Securities and Exchange Commission (“SEC”) on April 29, 2022, and the voting results from the meeting are set forth in the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2022. The record date established for the 2022 Annual Meeting was April 22, 2022, which exceeded by one day the maximum of 60 days by which a record date is permitted to precede a meeting of stockholders under the Delaware General Corporation Law (the “DGCL”) and the Company’s Amended and Restated Bylaws.

On June 29, 2023, a putative purported class action complaint captioned Ayers v. McNallywas filed against our Board in the Court of Chancery (the “Court”) of the State of Delaware (the “Action”). The plaintiff alleged violation of Section 213(a) of the DCGL in fixing the record date more than 60 days before the Company’s 2022 Annual Meeting. According to the complaint, because the record date allegedly violated Section 213(a) of the DGCL, the actions taken at the 2022 Annual Meeting were invalid.

As was described in the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2023, the Company filed a petition seeking the approval of the Delaware Court of Chancery (the “Court”), pursuant to Section 205 of the DGCL, to validate the Stockholder Actions (the “Section 205 Petition”).

On September 18, 2023, the Court held a hearing on the Section 205 Petition. Following oral argument, the Court entered an Order and Final Judgment declaring valid the 2022 Annual Meeting, along with each of the Stockholder Actions outlined in the Section 205 Petition.

On September 18, 2023, the Court entered a final order approving all of the relief requested by the Company in the Section 205 Petition, including validation of the Stockholder Actions (the “Final Order”). After the Court entered the Final Order, the Court also dismissed a purported putative class action and derivative lawsuit (the “Action”) brought against the Company by Patrick Ayers (the “Plaintiff”). The Action was related to, but independent of, the Section 205 Petition and was dismissed as moot upon validation of the Section 205 Petition. The Action was dismissed with prejudice as to the Plaintiff and is deemed resolved by the Company, other than resolving an anticipated application for an award of attorneys’ fees and reimbursement of expenses from the Action by plaintiff’s attorneys (a “Mootness Fee”). Without admitting any fault or wrongdoing, the Company agreed to pay $0.3 million in attorneys’ fees and expenses to the plaintiff’s counsel in the Action as the Mootness Fee to resolve the matter.

On February 29, 2024, the Court entered an order closing the case (the “February Order”), subject to the Company filing an affidavit with the Court confirming compliance with the Court’s February Order. In entering the February Order, the Court did not review, and did not pass judgment on, the payment of these attorneys’ fees and expenses.

Rule 10b5-1 Trading Plans

The Company’s executive officers and directors may from time to time enter into plans or arrangements for the purchase or sale of its common shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended December 31, 2023, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.