Limbach Holdings Inc

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board currently consists of seven directors and is divided into three classes. The term of each directorship is three years, so that one class of directors is elected each year. All directors are elected for three-year terms and until their successors are elected and qualified, or, if sooner, until the director’s death, resignation or removal.

In connection with the preparation for this Annual Meeting, Norbert W. Young informed the Board of his intention to retire from the Board effective as of the date of the Annual Meeting. Thus Mr. Young will not be standing for re-election. Mr. Young indicated that he is retiring from the Board to attend to personal matters. Mr. Young, who has served as a director since July 2016, has contributed meaningful insight, leadership and service. The Board has benefited from his extensive experience and expertise in the construction industry and his critical industry insights.

Our Nominating and Corporate Governance Committee undertook a process to identify, source and, if appropriate select a director to be nominated by the Board to fill Mr. Young’s seat. After running that process and after deliberations by the Nominating and Corporate Governance Committee and the Board, the Board has nominated David R. Gaboury to be one of the nominees for the Class B directorship.

At the virtual Annual Meeting, our stockholders will vote on the election of three Class B directors, Michael M. McCann, Michael F. McNally and David R. Gaboury. The Class B directors will have a term expiring at the 2027 Annual Meeting of Stockholders. Information concerning each nominee for director is set forth below under “Directors and Executive Officers.”

Directors are elected by a plurality of the votes cast. The three nominees for director receiving the most votes cast “FOR” such director (from the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors) will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Broker non-votes, if applicable, will have no effect on the outcome of this proposal. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH MICHAEL M. MCCANN, MICHAEL F. MCNALLY AND DAVID R. GABOURY AS CLASS B MEMBERS OF OUR BOARD.