(e) Approval of the CECO Environmental Corp. Employee Stock Purchase Plan

On May 21, 2009, at the 2009 Annual Meeting (the "Annual Meeting") of Stockholders of CECO Environmental Corp. (the "Company"), the Company's stockholders approved the CECO Environmental Corp. Employee Stock Purchase Plan (the "ESPP").

The ESPP is administered by the Compensation Committee. The aggregate maximum number of shares of the Company's common stock that may be granted under the ESPP is one million five hundred thousand shares over the ten year term of the ESPP, subject to adjustment in the event there is a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, or similar transaction with respect to the common stock.

The ESPP is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on April 13, 2009 in connection with the Company's 2009 Annual Meeting of Stockholders held on May 21, 2009.

The foregoing description of the ESPP does not purport to be completed and is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Amendment to the CECO Environmental Corp. 2007 Equity Incentive Plan

On May 21, 2009, at the Annual Meeting, the Company's stockholders approved the First Amendment to the CECO Environmental Corp. 2007 Equity Incentive Plan (the "Amendment"). The Amendment permits the Company to reprice options issued under the 2007 Equity Incentive Plan without shareholder approval.

The foregoing description of the Amendment does not purport to be completed and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Executive Compensation Plans

On May 21, 2009, the Compensation Committee of the Company granted 55,200 restricted shares to Richard J. Blum, President, 41,600 restricted shares to David D. Blum, Senior Vice President, and 41,600 restricted shares to Dennis W. Blazer, CFO and Vice President--Finance and Administration. The restricted shares were granted under the CECO Environmental Corp. 2007 Equity Incentive Plan. The shares will vest on March 31, 2010 if the amount of CECO's income from operations before executive bonuses for 2009 exceeds $10.7 million. In addition, to the extent Mr. Richard Blum, Mr. David Blum and Mr. Blazer meet the individual established goals agreed to by the Compensation Committee in 2009, the Compensation Committee may in its discretion grant a cash award bonus to them of up to $34,500, $26,000, and $26,000, respectively, payable on or before March 15, 2010, which in each case equals 10% of their current respective salaries.

The Compensation Committee will determine whether the goals are met in each case.

(c) Exhibits.

The following Exhibits are furnished as part of this Current Report on Form 8-K:

         Exhibit
          Number    Exhibit Title

           10.1     CECO Environmental Corp. Employee Stock Purchase Plan
                    (incorporated by reference to Exhibit A to CECO
                    Environmental Corp.'s definitive proxy statement on
                    Schedule 14A filed with the Security Exchange
                    Commission on April 13, 2009)

           10.2     First Amendment to CECO Environmental Corp. 2007
                    Equity Incentive Plan (incorporated by reference to
                    Exhibit B to CECO Environmental Corp.'s definitive
                    proxy statement on Schedule 14A filed with the
                    Security Exchange Commission on April 13, 2009)