PMFG / Pmfg, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Pmfg, Inc.
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CIK 1422862
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pmfg, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 14, 2015 15-12B

PMFG FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34156 PMFG ACQUISITION LLC (as successor by merger to PMFG,

September 3, 2015 RW

PMFG RW

RW PMFG Acquisition LLC 4625 Red Bank Road, Suite 200 Cincinnati, Ohio 45227 September 3, 2015 VIA EDGAR U.

September 3, 2015 EX-3.1

PMFG, INC. THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (giving effect to all amendments through September 3, 2015) ARTICLE I

EX-3.1 2 d70119dex31.htm EX-3.1 Exhibit 3.1 PMFG, INC. THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (giving effect to all amendments through September 3, 2015) ARTICLE I The name of the corporation is PMFG, Inc. (the “Company”). ARTICLE II The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County o

September 3, 2015 EX-3.2

Amended and Restated Bylaws ARTICLE I NAME AND OFFICES

EX-3.2 3 d70119dex32.htm EX-3.2 Exhibit 3.2 Amended and Restated Bylaws ARTICLE I NAME AND OFFICES Section 1. The name of the corporation is “PMFG, Inc.” Section 2. The corporation may have offices at such places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS

September 3, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 1 d70119d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2015 PMFG ACQUISITION LLC (as successor by merger to PMFG, Inc.) (Exact Name of registrant as specified in its charter) Delaware 001-34156 47

September 3, 2015 EX-3.4

LIMITED LIABILITY COMPANY AGREEMENT PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC)

EX-3.4 Exhibit 3.4 LIMITED LIABILITY COMPANY AGREEMENT OF PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC) This Limited Liability Company Agreement (this ?Agreement?) is made and entered into by CECO ENVIRONMENTAL CORP., a Delaware corporation, as the sole member (the ?Member?) of TOP GEAR ACQUISITION II LLC, a Delaware limited liability company (the ?Company?). ARTICLE I FORMA

September 3, 2015 S-8 POS

PMFG S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 3, 2015 Registration Statement No.

September 3, 2015 S-8 POS

PMFG S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 3, 2015 Registration Statement No.

September 3, 2015 S-8 POS

PMFG S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 3, 2015 Registration Statement No.

September 3, 2015 EX-3.3

CERTIFICATE OF FORMATION PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC)

EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC) 1. The name of the limited liability company is ?PMFG Acquisition LLC? (the ?Company?) (formerly known as ?Top Gear Acquisition II LLC?). 2. The address of the Company?s registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castl

September 1, 2015 10-K

PMFG 10-K (Annual Report)

pmfg-10k20150627.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended June 27, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-34156 P

September 1, 2015 EX-21.1

SUBSIDIARIES OF PMFG, INC.

Exhibit 21.1 SUBSIDIARIES OF PMFG, INC. Name Domicile Ownership Peerless Propulsys China Holdings LLC Delaware 60% Bos-Hatten, Inc. New York 100% Nitram Energy, Inc. New York 100% Burgess-Manning, Inc. Texas 100% BurMan Management, Inc. Texas 100% Peerless Mfg. Co. Texas 100% PMC Acquisition, Inc. Texas 100% Peerless Manufacturing Canada, Ltd. Canada 100% Peerless China Manufacturing Co. Ltd. Chin

August 27, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2015 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fil

August 27, 2015 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended June 27, Three Months Ended June 28, 2015 2014 Operating Results GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP Revenues $ 37,698 $ — $ 37,698

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2015 Financial Results Dallas, Texas ? August 27, 2015 ? PMFG, Inc. (the ?Company?) (NASDAQ: PMFG) today reported financial results for the quarter and fiscal year ended June 27, 2015. Fourth Quarter Fiscal Year 2015 Compared to 2014 Revenue in the fourth quarter of fiscal 2015 de

August 27, 2015 DEFA14A

PMFG DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

August 24, 2015 DEFA14A

PMFG 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Num

August 24, 2015 425

CECO Environmental 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Commis

August 24, 2015 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Num

August 21, 2015 EX-99.1

SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015

Exhibit 99.1 Exhibit 99.1 SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015 We have made the following supplemental disclosures to The Joint Proxy Statement/Prospectus, dated July 31, 2015, in connection with the amendment, effective August 20, 2015, to CECO Environmental Corp.?s (?CECO?) Amended and Restated 2007 Equity Incentive Plan (the ?Plan?) approved by its Board of Directo

August 21, 2015 425

CECO Environmental FORM 8-K/A (AMENDMENT NO. 1) (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorp

August 20, 2015 425

CECO Environmental FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Commission

August 20, 2015 EX-99.1

SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015

EX-99.1 Exhibit 99.1 SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015 We have made the following supplemental disclosures to The Joint Proxy Statement/Prospectus, dated July 31, 2015, in connection with the amendment, effective August 20, 2015, to CECO Environmental Corp.?s (?CECO?) Amended and Restated 2007 Equity Incentive Plan (the ?Plan?) approved by its Board of Directors to eli

August 20, 2015 EX-10.1

AMENDMENT TO THE CECO ENVIRONMENTAL CORP. 2007 EQUITY INCENTIVE PLAN, AS AMENDED AUGUST 20, 2015

EX-10.1 2 d90771dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO THE CECO ENVIRONMENTAL CORP. 2007 EQUITY INCENTIVE PLAN, AS AMENDED AUGUST 20, 2015 Pursuant to Section 17 of the CECO Environmental Corp. 2007 Equity Incentive Plan, as amended (the “Plan”), the Board of Directors (the “Board”) of CECO Environmental Corp. (the “Company”) hereby amends Section 17 of the Plan, effective immediately, by th

August 7, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 On August 6, 2015, CECO Environmental Corp. (?CECO?) held a conference call regarding CECO?s quarterly results. A copy of the transcript from such call follows. The slide

August 5, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 LETTER TO CLIENTS in connection with the merger of PMFG, Inc. with and into wholly owned subsidiaries of CECO Environmental Corp. August 4, 2015 YOUR RIGHT TO MAKE AN ELE

August 4, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 LETTER TO STOCKHOLDERS OF PMFG, INC. in connection with the merger of PMFG, Inc. with and into wholly owned subsidiaries of CECO Environmental Corp. August 4, 2015 YOUR R

August 4, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 FORM OF ELECTION AND LETTER OF TRANSMITTAL to accompany certificates representing common shares, $0.01 par value per share, of PMFG, Inc. Please read and follow the accom

August 4, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES in connection with the merger of PMFG, Inc. with and into wholly owned subsidiaries of CE

August 4, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 4625 Red Bank Road, Suite 200 Cincinnati, Ohio 45227 August 4, 2015 To the Stockholders of PMFG, Inc.: On May 3, 2015, CECO Environmental Corp. (?CECO?) entered into an A

July 31, 2015 EX-99.1

CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG

EX-99.1 2 d149398dex991.htm EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, July 31, 2015 — CECO Environmental Corp. (“CECO”) (NasdaqGM: CECE) and PMFG, Inc. (“PMFG”) (NasdaqGM: PMFG), today announced that each company will hold a special meeting of stockholders on September 2, 2015, in connection w

July 31, 2015 425

CECO Environmental FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Com

July 31, 2015 EX-99.1

CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG

EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, July 31, 2015 — CECO Environmental Corp. (“CECO”) (NasdaqGM: CECE) and PMFG, Inc. (“PMFG”) (NasdaqGM: PMFG), today announced that each company will hold a special meeting of stockholders on September 2, 2015, in connection with CECO’s pending acquisiti

July 31, 2015 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

July 31, 2015 DEFA14A

PMFG FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

July 31, 2015 DEFM14A

PMFG DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 31, 2015 EX-99.1

CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG

EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, July 31, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG), today announced that each company will hold a special meeting of stockholders on September 2, 2015, in connection with CECO?s pending acquisiti

July 20, 2015 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TERRY and GEORGIA BROWN, on ) behalf of themselves and all others ) similarly situated, ) ) Plaintiffs, ) Civil Action No. ) v. ) ) CECO ENVIRONMENTAL CORP., TOP ) GEAR ACQUISITION INC., TOP GEAR ) AC

EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TERRY and GEORGIA BROWN, on ) behalf of themselves and all others ) similarly situated, ) ) Plaintiffs, ) Civil Action No. ) v. ) ) CECO ENVIRONMENTAL CORP., TOP ) GEAR ACQUISITION INC., TOP GEAR ) ACQUISITION II LLC, PETER J. ) BURLAGE, CHARLES M. GILLMAN, ) KENNETH R. HANKS, ROBERT ) MCCASHIN, R. CLAYTON MULFORD, ) KENNETH H.

July 20, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Numbe

July 20, 2015 DEFA14A

PMFG 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Numbe

July 20, 2015 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TERRY and GEORGIA BROWN, on ) behalf of themselves and all others ) similarly situated, ) ) Plaintiffs, ) Civil Action No. ) v. ) ) CECO ENVIRONMENTAL CORP., TOP ) GEAR ACQUISITION INC., TOP GEAR ) AC

EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TERRY and GEORGIA BROWN, on ) behalf of themselves and all others ) similarly situated, ) ) Plaintiffs, ) Civil Action No. ) v. ) ) CECO ENVIRONMENTAL CORP., TOP ) GEAR ACQUISITION INC., TOP GEAR ) ACQUISITION II LLC, PETER J. ) BURLAGE, CHARLES M. GILLMAN, ) KENNETH R. HANKS, ROBERT ) MCCASHIN, R. CLAYTON MULFORD, ) KENNETH H.

July 13, 2015 EX-99.1

CAUSE NO. DC-15-05687 ROBERT M. BRIDGES, Individually and on § IN THE DISTRICT COURT OF Behalf of All Others Similarly Situated, and § Derivatively on Behalf of PMFG, INC., § § Plaintiff, § vs. § § CECO ENVIRONMENTAL CORP., TOP § GEAR ACQUISITION INC

Exhibit 99.1 CAUSE NO. DC-15-05687 ROBERT M. BRIDGES, Individually and on § IN THE DISTRICT COURT OF Behalf of All Others Similarly Situated, and § Derivatively on Behalf of PMFG, INC., § § Plaintiff, § vs. § § CECO ENVIRONMENTAL CORP., TOP § GEAR ACQUISITION INC., TOP GEAR § ACQUISITION II LLC, PETER J. BURLAGE, § CHARLES M. GILLMAN, KENNETH R. § DALLAS COUNTY, TEXAS HANKS, ROBERT McCASHIN, R. CL

July 13, 2015 DEFA14A

PMFG 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Numbe

July 13, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Numbe

July 13, 2015 EX-99.1

CAUSE NO. DC-15-05687 ROBERT M. BRIDGES, Individually and on § IN THE DISTRICT COURT OF Behalf of All Others Similarly Situated, and § Derivatively on Behalf of PMFG, INC., § § Plaintiff, § vs. § § CECO ENVIRONMENTAL CORP., TOP § GEAR ACQUISITION INC

EX-99.1 Exhibit 99.1 CAUSE NO. DC-15-05687 ROBERT M. BRIDGES, Individually and on ? IN THE DISTRICT COURT OF Behalf of All Others Similarly Situated, and ? Derivatively on Behalf of PMFG, INC., ? ? Plaintiff, ? vs. ? ? CECO ENVIRONMENTAL CORP., TOP ? GEAR ACQUISITION INC., TOP GEAR ? ACQUISITION II LLC, PETER J. BURLAGE, ? CHARLES M. GILLMAN, KENNETH R. ? DALLAS COUNTY, TEXAS HANKS, ROBERT McCASHI

July 10, 2015 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. JEFFREY HERRE, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) Civil Action No. PETER J. BURLAGE, CHARLES M. ) GILLMAN, KENNETH R. HANKS, ) ROBERT MCCASHIN,

EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. JEFFREY HERRE, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) Civil Action No. PETER J. BURLAGE, CHARLES M. ) GILLMAN, KENNETH R. HANKS, ) ROBERT MCCASHIN, R. CLAYTON ) MULFORD, KENNETH H. SHUBIN ) STEIN, HOWARD G. WESTERMAN, JR., ) PMFG, INC., CECO ENVIRONMENTAL ) CORP., TOP GEAR AC

July 10, 2015 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. JEFFREY HERRE, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) Civil Action No. PETER J. BURLAGE, CHARLES M. ) GILLMAN, KENNETH R. HANKS, ) ROBERT MCCASHIN,

EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. JEFFREY HERRE, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) Civil Action No. PETER J. BURLAGE, CHARLES M. ) GILLMAN, KENNETH R. HANKS, ) ROBERT MCCASHIN, R. CLAYTON ) MULFORD, KENNETH H. SHUBIN ) STEIN, HOWARD G. WESTERMAN, JR., ) PMFG, INC., CECO ENVIRONMENTAL ) CORP., TOP GEAR AC

July 10, 2015 SC 13G

PMFG / Pmfg, Inc. / MMCAP International Inc. SPC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PMFG, INC.

July 10, 2015 8-K

PMFG 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number

July 10, 2015 DEFA14A

PMFG 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number

June 17, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Numbe

June 12, 2015 425

CECO Environmental FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Com

June 12, 2015 EX-99.1

CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO’S PENDING ACQUISITION OF PMFG

EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO?S PENDING ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, June 12, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG) today announced that the U.S. Federal Trade Commission (?FTC?) granted early termination of the waiting period under the Hart-S

June 12, 2015 EX-99.1

CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO’S PENDING ACQUISITION OF PMFG

EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO?S PENDING ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, June 12, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG) today announced that the U.S. Federal Trade Commission (?FTC?) granted early termination of the waiting period under the Hart-S

June 12, 2015 EX-99.1

CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO’S PENDING ACQUISITION OF PMFG

EX-99.1 2 d941998dex991.htm EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO’S PENDING ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, June 12, 2015 — CECO Environmental Corp. (“CECO”) (NasdaqGM: CECE) and PMFG, Inc. (“PMFG”) (NasdaqGM: PMFG) today announced that the U.S. Federal Trade Commission (“FTC”) granted early termination of the wai

June 12, 2015 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

June 12, 2015 DEFA14A

PMFG FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

May 29, 2015 SD

PMFG FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 14651 North Dallas Parkway, Suite 500 Dallas, Texas 75254 (Address of principal executiv

May 29, 2015 EX-1.01

CONFLICT MINERALS REPORT OF PMFG, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2014

EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF PMFG, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2014 I. Introduction This is the Conflict Minerals2 Report of PMFG, Inc. (?we,? ?our,? ?us,? or the ?Company?) prepared for calendar year 2014 (except for conflict minerals that, prior to January 31, 2013, were located outside of the supply chain) in accordance with Rule 13p-1 (?Rule

May 7, 2015 DEFA14A

PMFG DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 7, 2015 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended March 28, Three Months Ended March 29, 2015 2014 Operating Results GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP Revenue $ 34,766 $ — $ 34,76

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2015 Financial Results Dallas, Texas ? May 7, 2015 ? PMFG, Inc. (the ?Company?) (NASDAQ: PMFG) today reported financial results for the quarter ended March 28, 2015. Third Quarter Fiscal Year 2015 Compared to 2014 Revenue in the third quarter of fiscal 2015 increased $2.5 million or 7.

May 7, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 On May 7, 2015, CECO Environmental Corp. (?CECO?) held a conference call regarding CECO?s quarterly results. A copy of the transcript from such call follows. The slides a

May 7, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu

May 4, 2015 EX-99.4

Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others

EX-99.4 Exhibit 99.4 Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others ? This is . ? With me this morning/afternoon is . ? We wanted to make a personal phone call to advise you of a press release issued by PMFG, the parent company of Peerless Mfg. Co. earlier today. ? When we get off the phone call, I will email you a copy o

May 4, 2015 EX-99.6

Jeff Lang REQUIRED LEGAL DISCLOSURE

EX-99.6 Exhibit 99.6 May 4, 2015 To: All CECO Employees From: Jeff Lang, President and Chief Executive Officer I am excited to inform you that earlier this morning we announced that CECO Environmental Corp. (“CECO”) and PMFG, Inc. (“PMFG”), the parent company of Peerless Mfg. Co., have entered into a merger agreement whereby CECO will be acquiring PMFG in a cash and stock transaction. CECO and PMF

May 4, 2015 425

CECO Environmental 425 (Prospectus)

425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 On May 4, 2015, CECO Environmental Corp. (?CECO?) and PMFG, Inc. (?PMFG?) held a conference call regarding CECO?s pending acquisition of PMFG. A copy of the transcript fr

May 4, 2015 DEFA14A

PMFG 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number)

May 4, 2015 EX-99.2

CECO to Acquire PMFG

EX-99.2 Exhibit 99.2 Exhibit 99.2 CECO to Acquire PMFG Creating a Global Leader in Environmental, Energy and Fluid Handling Technologies May 4, 2015 Forward Looking Statements Information in this document contains forward-looking statements, which involve a number of risks and uncertainties. CECO Environmental Corp. (?CECO?) and PMFG, Inc. (?PMFG?) caution readers that any forward-looking informat

May 4, 2015 EX-99.5

REQUIRED LEGAL DISCLOSURE

EX-99.5 Exhibit 99.5 May 4, 2015 To: All Peerless Employees From: Peter Burlage, Chairman and Chief Executive Officer I am pleased to inform you that earlier this morning we announced that PMFG and CECO Environmental Corp. have entered into an agreement in which CECO will acquire PMFG in a cash and stock merger transaction. A copy of the press release is attached. We are truly excited about the op

May 4, 2015 EX-99.4

Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others

Exhibit 99.4 Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others • This is . • With me this morning/afternoon is . • We wanted to make a personal phone call to advise you of a press release issued by PMFG, the parent company of Peerless Mfg. Co. earlier today. • When we get off the phone call, I will email you a copy of the pr

May 4, 2015 EX-99.3

Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS

EX-99.3 Exhibit 99.3 Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS Senior leaders of Peerless Mfg. Co. and its operating subsidiaries can use these questions and answers to respond to questions from employees. This list contains specific questions about the merger and more difficult questions regarding jobs and synergies. These questions are not intended for wide dis

May 4, 2015 EX-10.1

VOTING AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION COPY VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of May 3, 2015 (this ?Agreement?), is entered into by and among the undersigned stockholders (each, a ?Stockholder? and, collectively, the ?Stockholders?) of CECO Environmental Corp., a Delaware corporation (?Parent?), and PMFG, Inc., a Delaware corporation (the ?Company?). WHEREAS, as of the date of this Agreemen

May 4, 2015 EX-99.5

REQUIRED LEGAL DISCLOSURE

EX-99.5 Exhibit 99.5 May 4, 2015 To: All Peerless Employees From: Peter Burlage, Chairman and Chief Executive Officer I am pleased to inform you that earlier this morning we announced that PMFG and CECO Environmental Corp. have entered into an agreement in which CECO will acquire PMFG in a cash and stock merger transaction. A copy of the press release is attached. We are truly excited about the op

May 4, 2015 EX-99.3

Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS

EX-99.3 Exhibit 99.3 Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS Senior leaders of Peerless Mfg. Co. and its operating subsidiaries can use these questions and answers to respond to questions from employees. This list contains specific questions about the merger and more difficult questions regarding jobs and synergies. These questions are not intended for wide dis

May 4, 2015 EX-99.1

CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months

EX-99.1 Exhibit 99.1 CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months Cincinnati, OH; Dallas, TX, May 4, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG),

May 4, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2015 PMFG, INC. (Exact Name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number)

May 4, 2015 SC 13D

CECE / CECO Environmental Corp. / PMFG, Inc. - SCHEDULE 13D Activist Investment

SC 13D 1 d918660dsc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) CECO ENVIRONMENTAL CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 125141101 (CUSIP Number) PMFG, Inc. 14651 North Dallas Parkw

May 4, 2015 EX-99.2

CECO to Acquire PMFG

EX-99.2 5 d918028dex992.htm EX-99.2 Exhibit 99.2 Exhibit 99.2 CECO to Acquire PMFG Creating a Global Leader in Environmental, Energy and Fluid Handling Technologies May 4, 2015 Forward Looking Statements Information in this document contains forward-looking statements, which involve a number of risks and uncertainties. CECO Environmental Corp. (“CECO”) and PMFG, Inc. (“PMFG”) caution readers that

May 4, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1

EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1.2 The Second Step Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Times of the Mergers 2 Section 1.5 Effec

May 4, 2015 EX-10.1

VOTING AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION COPY VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of May 3, 2015 (this ?Agreement?), is entered into by and among the undersigned stockholders (each, a ?Stockholder? and, collectively, the ?Stockholders?) of CECO Environmental Corp., a Delaware corporation (?Parent?), and PMFG, Inc., a Delaware corporation (the ?Company?). WHEREAS, as of the date of this Agreemen

May 4, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1

EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1.2 The Second Step Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Times of the Mergers 2 Section 1.5 Effec

May 4, 2015 425

CECO Environmental 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Commission Fil

May 4, 2015 EX-99.2

CECO to Acquire PMFG

EX-99.2 Exhibit 99.2 Exhibit 99.2 CECO to Acquire PMFG Creating a Global Leader in Environmental, Energy and Fluid Handling Technologies May 4, 2015 Forward Looking Statements Information in this document contains forward-looking statements, which involve a number of risks and uncertainties. CECO Environmental Corp. (“CECO”) and PMFG, Inc. (“PMFG”) caution readers that any forward-looking informat

May 4, 2015 DEFA14A

PMFG DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 4, 2015 EX-99.5

REQUIRED LEGAL DISCLOSURE

EX-99.5 Exhibit 99.5 May 4, 2015 To: All Peerless Employees From: Peter Burlage, Chairman and Chief Executive Officer I am pleased to inform you that earlier this morning we announced that PMFG and CECO Environmental Corp. have entered into an agreement in which CECO will acquire PMFG in a cash and stock merger transaction. A copy of the press release is attached. We are truly excited about the op

May 4, 2015 EX-10.1

Commitment Letter – Amendment, Increase and Backstop Commitments

Exhibit 10.1 May 3, 2015 CECO Environmental Corp. 4625 Red Bank Road Cincinnati, Ohio 45227 Attention: Jeff Lang Chief Executive Officer Commitment Letter – Amendment, Increase and Backstop Commitments Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of August 27, 2013 (as amended from time to time and as in effect on the date hereof, the “Credit Agreement”), by an

May 4, 2015 EX-99.3

Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS

EX-99.3 Exhibit 99.3 Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS Senior leaders of Peerless Mfg. Co. and its operating subsidiaries can use these questions and answers to respond to questions from employees. This list contains specific questions about the merger and more difficult questions regarding jobs and synergies. These questions are not intended for wide dis

May 4, 2015 EX-99.1

CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months

EX-99.1 Exhibit 99.1 CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months Cincinnati, OH; Dallas, TX, May 4, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG),

May 4, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1

EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1.2 The Second Step Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Times of the Mergers 2 Section 1.5 Effec

May 4, 2015 EX-99.1

CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months

EX-99.1 Exhibit 99.1 CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months Cincinnati, OH; Dallas, TX, May 4, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG),

May 4, 2015 EX-99.4

Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others

EX-99.4 Exhibit 99.4 Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others ? This is . ? With me this morning/afternoon is . ? We wanted to make a personal phone call to advise you of a press release issued by PMFG, the parent company of Peerless Mfg. Co. earlier today. ? When we get off the phone call, I will email you a copy o

February 17, 2015 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 17, 2015 SC 13G/A

PMFG / Pmfg, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 PMFG Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T

February 17, 2015 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2015 in connection with their beneficial ownership of PMFG Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any n

February 13, 2015 SC 13G/A

PMFG / Pmfg, Inc. / NSB Advisors LLC - NSB ADVISORS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 11, 2015 SC 13G/A

PMFG / Pmfg, Inc. / GORGUZE LYNN E - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 5)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2014 (Date of Event

February 5, 2015 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended December 27, Three Months Ended December 28, 2014 2013 GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP Operating Results Revenues $ 40,920 $ —

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2015 Financial Results Dallas, Texas – February 5, 2015 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the quarter ended December 27, 2014. Second Quarter Fiscal Year 2015 Compared to 2014 Revenue in the second quarter of fiscal 2015 increased $11.3 m

February 5, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2015 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi

January 29, 2015 SC 13G/A

PMFG / Pmfg, Inc. / Invesco Ltd. - PMFG INC 12312014 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* PMFG Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 69345P103 (CUSIP Number) December 31, 2014

December 18, 2014 CORRESP

PMFG / Pmfg, Inc. CORRESP - -

CORRESP December 18, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 12, 2014 CORRESP

PMFG / Pmfg, Inc. CORRESP - -

CORRESP December 12, 2014 BY EDGAR AND OVERNIGHT DELIVERY Sherry Haywood Staff Attorney United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: PMFG, Inc.

December 12, 2014 S-3/A

PMFG / Pmfg, Inc. S-3/A - - S-3/A

S-3/A Table of Contents As filed with the Securities and Exchange Commission on December 12, 2014 Registration No.

November 25, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File N

November 6, 2014 S-3

PMFG / Pmfg, Inc. S-3 - - FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 6, 2014 Registration No.

November 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu

November 6, 2014 EX-12.1

PMFG, Inc. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (Amounts in thousands, except ratios) Quarter Ended September 27, Year Ended June 30, 2014 2014 2013 2012 2011 2010 Earnings: Earning (loss) before income taxe

EX-12.1 Exhibit 12.1 PMFG, Inc. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (Amounts in thousands, except ratios) Quarter Ended September 27, Year Ended June 30, 2014 2014 2013 2012 2011 2010 Earnings: Earning (loss) before income taxes $ 2,134 $ (39,595 ) $ (17 ) $ (2,043 ) $ 2,778 $ (2,967 ) Fixed charges* 340 2,018 980 1,614 2,393 4,726 Total Earnings $ 2,474

November 6, 2014 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended September 27, Three Months Ended September 28, 2014 2013 Operating Results GAAP Adjustments(a) Non-GAAP GAAP Adjustments(b) Non-GAAP Revenues $ 45,

EX-99.1 2 d818052dex991.htm EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2015 Financial Results Dallas, Texas – November 6, 2014 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the first quarter ended September 27, 2014. First Quarter Fiscal Year 2015 Compared to First Quarter Fiscal Year 2014 Rev

November 6, 2014 EX-24.1

POWERS OF ATTORNEY

EX-24.1 Exhibit 24.1 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Peter J. Burlage and Ronald L. McCrummen and each of them, the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf as a director or officer or both, as

October 16, 2014 DEF 14A

PMFG / Pmfg, Inc. DEF 14A - - SCHEDULE 14A

Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 10, 2014 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended June 28, Three Months Ended June 29, 2014 2013 GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP Operating Results Revenues $ 39,693 $ — $ 39,693

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2014 Financial Results Dallas, Texas – September 10, 2014– PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the fourth quarter and fiscal year ended June 28, 2014. Fourth Quarter Fiscal Year 2014 Net bookings in the fourth quarter of fiscal 2014 incre

September 10, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

August 5, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

August 4, 2014 SC 13D/A

PMFG / Pmfg, Inc. / CANNELL CAPITAL LLC - AMENDMENT NO. 2 TO SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

August 4, 2014 EX-99.1

GROUP TERMINATION AGREEMENT

Exhibit 99.1 GROUP TERMINATION AGREEMENT This Group Termination Agreement (“Group Termination Agreement”), dated as of July 28, 2014 (the “Effective Date”), is entered into by and among Cannell Capital LLC, Dilip Singh, Alfred John Knapp, Jr., Mark Stolper, John Climaco, Kenneth Shubin Stein and Charles Gillman (collectively, the “Group Members”). WHEREAS, the Group Members entered into that certa

July 29, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 29, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 29, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 29, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 29, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 29, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 25, 2014 EX-10.1

[Signatures to follow]

EX-10.1 Exhibit 10.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of July 25, 2014, by and among Cannell Capital LLC, Tristan Partners, L.P., Tristan Offshore Fund, Ltd., J. Carlo Cannell, Dilip Singh, Alfred John Knapp, Jr., Mark D. Stolper, John M. Climaco, Charles M. Gillman and Kenneth H. Shubin Stein (collectively, the “Group”) and PMFG, Inc., a Delaware corporation

July 25, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

July 23, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 23, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 22, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 22, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 18, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 17, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

July 17, 2014 144

PMFG / Pmfg, Inc. 144 - - FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

June 13, 2014 EX-99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On March 28, 2014, Peerless Mfg. Co (“Peerless”) a wholly owned subsidiary of PMFG, Inc. (“PMFG”) acquired substantially all the assets of Combustion Components Associates, Inc. (“CCA”), other than cash and the stock of a CCA subsidiary, pursuant to an asset purchase agreement (the “Agreement”) with CCA and R. Gi

June 13, 2014 EX-99.1

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholder Combustion Components Associates, Inc. We have audited the accompanying financial statements of Combustion Components Associates, Inc. (a Connecticut corporation), which comprise the balance sheet as of November 30, 2013, and the related statements of operations, stockholder’s equity, and cas

June 13, 2014 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - AMENDMENT TO FORM 8-K

AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 5, 2014 144

- FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

June 4, 2014 SC 13D/A

PMFG / Pmfg, Inc. / CANNELL CAPITAL LLC - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

June 2, 2014 SD

- FORM SD

FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 14651 North Dallas Parkway, Suite 500 Dallas, Texas 75254 (Address of principal

June 2, 2014 EX-1.02

PMFG, Inc. Conflict Minerals Report For the reporting period from January 1, 2013 to December 31, 2013

EX-1.02 Exhibit 1.02 PMFG, Inc. Conflict Minerals Report For the reporting period from January 1, 2013 to December 31, 2013 1. Introduction. This Conflict Minerals Report (this “Report”) of PMFG, Inc. (the “Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (“Form SD”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2013 to

May 8, 2014 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended March 29, Three Months Ended March 30, 2014 2013 GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP Operating Results Revenues $ 32,273 $ — $ 32,2

EX-99.1 2 d725823dex991.htm EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2014 Financial Results Dallas, Texas – May 8, 2014 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the third quarter ended March 29, 2014. Expansion of Environmental Products and Services On March 28, 2014, the Company comple

May 8, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number)

April 24, 2014 CORRESP

-

April 24, 2014 Mr. Terence O’Brien Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 File No. 1-34156 Dear Mr. O’Brien: Set forth below is the response of PMFG, Inc. (the “Company”) to the comment from the staff of the Division of C

April 3, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

March 28, 2014 CORRESP

-

[PMFG Letterhead] March 28, 2014 Mr. Terence O’Brien Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 Form 10-Q for Fiscal Quarter Ended December 28, 2013 Filed February 7, 2014 Definitive Proxy Statement on Schedule 14A Filed Octo

March 21, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

March 21, 2014 8-K

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File

February 14, 2014 SC 13G/A

PMFG / Pmfg, Inc. / GORGUZE LYNN E - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 4)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2013 (Date of Event

February 14, 2014 SC 13G/A

PMFG / Pmfg, Inc. / GORGUZE VINCENT - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 4)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2013 (Date of Event

February 14, 2014 EX-99.1

EXHIBIT 99.1 - JOINT FILING AGREEMENT

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

February 13, 2014 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 13, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number

February 13, 2014 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 7, 2014, to be effective as of March 1, 2014 (the “Effective Date”), between PMFG, INC. and its wholly-owned subsidiary, PEERLESS MFG. CO. (collectively, the “Employer”), and PETER J. BURLAGE (“Employee”). This Agreement amends and restates th

February 13, 2014 SC 13G

PMFG / Pmfg, Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 PMFG Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule is filed

February 13, 2014 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2014 in connection with their beneficial ownership of PMFG Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any n

February 11, 2014 SC 13G

PMFG / Pmfg, Inc. / Invesco Ltd. - PMFG INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. )* PMFG Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 69345P103 (CUSIP Number) December 31, 2013 (Da

February 11, 2014 EX-99

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

February 7, 2014 10-Q

PMFG 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 6, 2014 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended December 28, Three Months Ended December 29, 2013 2012 GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP Operating Results Revenues $ 29,613 $ —

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2014 Financial Results Dallas, Texas – February 6, 2014 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the second quarter ended December 28, 2013. Second Quarter Fiscal Year 2014 Compared to 2013 Revenue in the second quarter of fiscal 2014 decreased

February 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Number

December 17, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 15, 2013 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d629112d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorpo

November 6, 2013 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended September 28, Three Months Ended September 29, 2013 2012 GAAP Adjustments(a) Non-GAAP GAAP Adjustments Non-GAAP Operating Results Revenues $ 29,071

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2014 Financial Results Dallas, Texas – November 6, 2013 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the quarter ended September 28, 2013. First Quarter Fiscal Year 2014 Compared to First Quarter Fiscal Year 2013 Revenue in the first quarter of fisca

November 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi

October 3, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 3, 2013 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

October 3, 2013 EX-10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated effective as of September 30, 2013, among PMFG, INC., a Delaware corporation (“PMFG”), and PEERLESS MFG. CO., a Texas corporation (“Peerless”, and PMFG and Peerless, individually and collectively shall be referred to herein as, the “Borrower”); each of the Lenders party heret

October 2, 2013 DEF 14A

- SCHEDULE 14A

Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 9, 2013 144

- FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

September 5, 2013 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended June 29, Three Months Ended June 30, 2013 2012 GAAP Adjustments(a) Non-GAAP GAAP Adjustments(b) Non-GAAP Operating Results Revenues $ 34,493 $ 34,4

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2013 Financial Results Dallas, Texas – September 5, 2013– PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the fourth quarter and fiscal year ended June 29, 2013. Fourth Quarter Fiscal Year 2013 Compared to Fourth Quarter Fiscal Year 2012 Revenue in t

September 5, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File N

July 24, 2013 EX-10.3

PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

EX-10.3 Exhibit 10.3 PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentiv

July 24, 2013 EX-10.1

PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.1 PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentive Plan, as amended

July 24, 2013 EX-10.2

PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS

EX-10.2 Exhibit 10.2 PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, Inc., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 20

July 24, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2013 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

July 24, 2013 EX-10.4

SEVERANCE AGREEMENT

Exhibit 10.4 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into to be effective as of , 2013 (the “Effective Date”), between PMFG, Inc., a Delaware corporation (the “Company”), and (the “Executive”). Terms used in this Agreement with initial capital letters shall have the meaning ascribed herein. The Executive is currently an officer of the Company. The Executive posse

May 9, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu

May 9, 2013 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended March 30, Three Months Ended March 31, 2013 2012 GAAP Adjustments Non-GAAP GAAP Adjustments(b) Non-GAAP Operating Results Revenue $ 34,970 $ — $ 34

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2013 Financial Results Dallas, Texas – May 9, 2013 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the third quarter ended March 30, 2013. Third Quarter Fiscal Year 2013 Compared to 2012 Revenue for the third quarter of fiscal 2013 of $35.0 million decl

April 2, 2013 EX-4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1, dated as of April 1, 2013 (this “Amendment”), to the Rights Agreement, dated as of August 15, 2008 (the “Rights Agreement”), by and between PMFG, Inc. (the “Company”) and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), as rights agent (the “Rights Agent”). RECITALS WHEREAS, pursuant to S

April 2, 2013 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2013 (April 1, 2013) PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State of incorporation or organization) (Commission File

February 14, 2013 EX-99.1

EXHIBIT 99.1 - JOINT FILING AGREEMENT

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

February 14, 2013 SC 13G

PMFG / Pmfg, Inc. / GORGUZE LYNN E - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2012 (Date of Event

February 14, 2013 SC 13G

PMFG / Pmfg, Inc. / GORGUZE VINCENT - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2012 (Date of Event

February 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi

February 7, 2013 EX-99.1

STATEMENT REGARDING NON-GAAP RESULTS

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2013 Financial Results Dallas, Texas – February 7, 2013 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the second quarter ended December 29, 2012. Second Quarter Fiscal Year 2013 Compared to 2012 Revenue in the second quarter of fiscal 2013 decreased

November 9, 2012 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission Fi

November 8, 2012 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended September 29, Three Months Ended October 1, 2012 2011 GAAP Adjustments(a) Non-GAAP GAAP Adjustments Non-GAAP Operating Results Revenues $ 32,977 $

Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2013 Financial Results Dallas, Texas – November 8, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the first quarter ended September 29, 2012. First Quarter Fiscal Year 2013 Compared to First Quarter Fiscal Year 2012 Revenue in the first quarter of fiscal

November 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi

September 25, 2012 DEF 14A

- SCHEDULE 14A

Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 12, 2012 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended June 30, Three Months Ended July 2, 2012 2011 GAAP Adjustments(a) Non-GAAP GAAP Adjustments(b) Non-GAAP Operating Results Revenues $ 33,011 $ — $ 3

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2012 Financial Results Dallas, Texas – September 12, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the fourth quarter and fiscal year ended June 30, 2012. Fourth Quarter Fiscal Year 2012 Compared to Fourth Quarter Fiscal Year 2011 Revenue in

September 12, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission

September 11, 2012 EX-10.1

CREDIT AGREEMENT DATED AS OF SEPTEMBER 7, 2012 PMFG, INC. PEERLESS MFG. CO., EACH AS BORROWER, CITIBANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND ISSUING BANK THE LENDERS PARTY HERETO CITIBANK, N.A., SOLE LEAD ARRANGER, DOCUMENTATION AGENT

CREDIT AGREEMENT Exhibit 10.1 Execution Copy CREDIT AGREEMENT DATED AS OF SEPTEMBER 7, 2012 AMONG PMFG, INC. AND PEERLESS MFG. CO., EACH AS BORROWER, CITIBANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND ISSUING BANK AND THE LENDERS PARTY HERETO CITIBANK, N.A., AS SOLE LEAD ARRANGER, DOCUMENTATION AGENT, SYNDICATION AGENT AND SOLE BOOKRUNNER TABLE OF CONTENTS Page Article I Definitions and

September 11, 2012 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2012 PMFG, Inc. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File

August 24, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 24, 2012 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Nu

August 24, 2012 EX-99.1

PMFG, Inc. (Parent of Peerless Mfg. Co.) Announces Resignation of Warren R. Hayslip as Executive Vice President & Chief Operating Officer

EX-99.1 Exhibit 99.1 PMFG, Inc. (Parent of Peerless Mfg. Co.) Announces Resignation of Warren R. Hayslip as Executive Vice President & Chief Operating Officer DALLAS, August 24, 2012 (GlobeNewswire via COMTEX) PMFG, Inc. (the “Company”) (Nasdaq: PMFG) today announced the resignation of Mr. Warren Hayslip, as the Company’s Executive Vice President and Chief Operating Officer, effective as of August

May 9, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu

May 9, 2012 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) Three Months Ended March 31, Three Months Ended April 2, 2012 2011 GAAP Adjustments(a) Non-GAAP GAAP Adjustments(b) Non-GAAP Operating Results Revenues $ 35,498 $ — $

EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2012 Financial Results Dallas, Texas – May 9, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the third quarter ended March 31, 2012. • Strong Net Bookings in the Quarter of Over $30 Million • Backlog at March 31, 2012 of $106 Million; Near Record

March 14, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2012 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Num

March 14, 2012 EX-10.1

2 Portion of Work Substantial Completion Date

AIA Document A101-2007 Standard Contract for Construction Exhibit 10.1 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Twelfth day of March in the year Two Thousand Twelve (In words, indicate day, month and year) BETWEEN the Owner: (Name, legal status, address and other information) Peerless Manufacturing Company 14651

February 17, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2012 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File

February 17, 2012 EX-1.1

2,600,000 Shares* PMFG, Inc. Common Stock UNDERWRITING AGREEMENT

Underwriting Agreement, dated February 15, 2012 Exhibit 1.1 2,600,000 Shares* PMFG, Inc. Common Stock UNDERWRITING AGREEMENT February 15, 2012 STIFEL, NICOLAUS & COMPANY, INCORPORATED WILLIAM BLAIR & COMPANY, L.L.C. As representatives of the several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated One South Street Baltimore, Maryland 21202 Ladies and Gentlemen:

February 16, 2012 FWP

FREE WRITING PROSPECTUS DATED FEBRUARY 15, 2012

Free Writing Prospectus Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 15, 2012 Relating to Preliminary Prospectus Supplement dated February 7, 2012 and Prospectus dated November 28, 2010 Registration No.

February 16, 2012 424B5

Prospectus - FINAL PROSPECTUS SUPPLEMENT

FINAL PROSPECTUS SUPPLEMENT Table of Contents Filed pursuant to Rule 424(b)(5) SEC File No.

February 7, 2012 424B5

SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2012

Preliminary Pros Supplement Table of Contents Filed pursuant to Rule 424(b)(5) SEC File No.

February 1, 2012 EX-99.1

Burgess Manning GmbH FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT September 30, 2011 Independent Auditor’s Report

Exhibit 99.1 Exhibit 99.1 Burgess Manning GmbH FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT September 30, 2011 Independent Auditor’s Report We have audited the annual financial statements — comprising balance sheet, profit and loss account and notes—together with the bookkeeping system of Burgess-Manning GmbH, Düsseldorf, Germany for the business year from October 1, 2010 to September 30,

February 1, 2012 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2011 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commissio

February 1, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi

February 1, 2012 EX-99.1

PMFG, Inc. Condensed Financial Information (In thousands, except per share amounts) September 30, September 30, September 30, September 30, September 30, September 30, Three Months Ended December 31, Three Months Ended January 1, 2011 2011 GAAP Adjus

Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2012 Financial Results Dallas, Texas – February 1, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the second quarter ended December 31, 2011. • Net Bookings in Q2 Over $57 Million • Contract Backlog Rises to $111 Million Three Month Periods Ended Decembe

January 17, 2012 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2011 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commissio

January 17, 2012 EX-99.2

Unaudited Pro Forma Financial Information

Exhibit 99.2 Exhibit 99.2 Unaudited Pro Forma Financial Information On November 4, 2011, PMFG, Inc. (“PMFG”, “Peerless” or the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with Mr. Rainer Diekmann, pursuant to which the Company agreed to acquire all of the outstanding shares of Burgess Manning GmbH, a limited liability company organized under the laws of Germany. T

January 17, 2012 EX-99.1

Burgess Manning GmbH FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT September 30, 2011 Independent Auditor’s Report

Exhibit 99.1 Exhibit 99.1 Burgess Manning GmbH FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT September 30, 2011 Independent Auditor’s Report We have audited the annual financial statements — comprising balance sheet, profit and loss account and notes—together with the bookkeeping system of Burgess-Manning GmbH, Düsseldorf, Germany for the business year from October 1, 2010 to September 30,

November 22, 2011 CORRESP

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corresp [PMFG LETTERHEAD] November 22, 2011 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

November 21, 2011 CORRESP

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corresp [Jones Day Letterhead] November 21, 2011 Ms. Pamela Long Assistant Director Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PMFG, Inc. Registration Statement on Form S-3 Filed October 18, 2011, File No. 333-177358 Dear Ms. Long: Set forth below are responses to the comments of the staff of the Division of Corporation Finance

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