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, it was determined that Gordon G. Pratt would not be re-nominated for election at this Annual Meeting, and therefore, Mr. Pratt will retire from the Board effective as of the date of the Annual Meeting. Thus, Mr. Pratt will not be standing for re-election. Mr. Pratt, who served as the Chairman of the Board from July 2016 through June 2024 and served as a Director and held the roles of president, chief executive officer (“CEO”) and vice chairman of the board of directors of 1347 Capital Corp. from 2014 until the completion of the business combination we consummated in July 2016, has contributed meaningful insight, leadership and service. Mr. Pratt was named our Chairman Emeritus in June of 2024. The Board has benefited from his extensive experience and expertise.

Our Nominating and Corporate Governance Committee is currently undertaking a process to identify, source and, if appropriate select a director to be nominated by the Board to further expand our Board.

In light of Mr. Pratt not being re-nominated, our Board class requirements under our Second Amended and Restated Certificate of Incorporation and the vacancies that will emerge in our Class C directors, among other factors, our Board, upon the recommendation of our Nominating and Corporate Governance Committee, determined that it was advisable to nominate Michael M. McCann to stand for election as a Class C director at the Annual Meeting, in an effort to divide our Board into three classes of directors, with each class as equal in number as possible.

At the virtual Annual Meeting, our stockholders will vote on the election of two Class C directors, Michael M. McCann and Laurel J. Krzeminski. The Class C directors will have a term expiring at the 2028 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 two 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 two 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 OF MICHAEL M. MCCANN AND LAUREL J. KRZEMINSKI AS CLASS C MEMBERS OF OUR BOARD.