8-K

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 5, 2013

MET-PRO CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

160 Cassell Road, P.O. Box 144
Harleysville, Pennsylvania	19438
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 723-6751

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders

An annual meeting of the Company’s shareholders was held on June 5, 2013. At that meeting four proposals were submitted to a vote of the Company’s shareholders. Proposal 1 was to elect two (2) Directors (with Raymond J. De Hont and Michael J. Morris being the nominees) to serve until the 2016 annual meeting of shareholders. Proposal 2 was to approve, on an advisory basis, the fiscal year 2013 compensation of the Company’s named executive officers. Proposal 3 was to ratify the selection of Marcum LLP as independent registered public accountants to the Company to serve for the fiscal year ending January 31, 2014. Proposal 4 was to consider a shareholder proposal for majority voting in uncontested director elections.

At the close of business on the record date for the meeting (which was April 12, 2013), there were 14,696,855 Common Shares issued and outstanding and entitled to be voted at the meeting. Holders of 13,302,909 Common Shares (representing a like number of votes) were present at the meeting, either in person or by proxy, constituting 90.5% of the issued and outstanding Common Shares and a quorum for the transaction of business.

The following table sets forth the results of the voting on each of the proposals:

		Number of Votes
Proposals		For	Withheld	Broker Non Vote
Proposal 1	Election of Directors:
	Raymond J. De Hont	8,043,925	1,881,744	3,377,240
	Michael J. Morris	8,029,286	1,896,384	3,377,240

		Number of Votes
Proposals		For	Against	Abstain	Broker Non Vote
Proposal 2	Approval of Named Executive Officer Compensation	8,941,386	550,849	433,432	3,377,242
Proposal 3	Selection of Marcum LLP as Independent Registered Public Accountants	13,131,515	128,215	43,179	0
Proposal 4	Shareholder proposal for majority voting in uncontested director elections	6,966,542	2,796,389	153,394	3,386,585

Accordingly, all of the proposals were approved by the shareholders.

Item 7.01. Regulation FD Disclosure.

On June 5, 2013, at the 2013 Annual Meeting of Shareholders, the Company delivered a presentation to its shareholders.   A copy of the presentation is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor incorporated by reference to any filings under the Securities Act of 1933, as amended.

Item 8.01. Other Events.

On June 5, 2013, the Company’s Board of Directors declared a quarterly dividend.   A copy of the press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor incorporated by reference to any filings under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Presentation to Shareholders at Annual Meeting of Shareholders on June 5, 2013.
99.2	Press release issued by Met-Pro Corporation on June 5, 2013 to declare its quarterly dividend.

The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 5, 2013	MET-PRO CORPORATION
	By: /s/ Neal E. Murphy
	Neal E. Murphy
	Vice President - Finance and Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

EX-99.1

Exhibit 99.1

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  This presentation includes forward-looking statements which reflect the Company’s current views with respect to future events and financial performance, but involve uncertainties that could significantly impact results. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements.  Safe Harbor Statement 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  This communication may be deemed solicitation material in respect of the proposed acquisition of Met-Pro by CECO. In connection with the proposed merger, Met-Pro and CECO have filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which includes a prospectus/proxy statement. The prospectus/proxy statement, will be mailed to the shareholders of Met-Pro in advance of the special meeting. BEFORE MAKING ANY VOTING DECISIONS, SHAREHOLDERS OF MET-PRO ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS/PROXY STATEMENT, AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MET-PRO AND THE PROPOSED MERGER. Shareholders may obtain a free copy of the registration statement, including the prospectus/proxy statement, and any other relevant documents filed by Met-Pro and CECO with the SEC (when available) at the SEC’s website at www.sec.gov, at Met-Pro’s Investor Relations website at www.met-pro.com/investor-relations, or by directing a request to, Met-Pro Corporation, 160 Cassell Road, P.O. Box 144, Harleysville, PA 19438, Attention: Investor Relations, or calling (215) 723-6751 or emailing at mpr@met-pro.com.  Additional Information and Where to Find it 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and its directors, executive officers, certain other members of management, and certain employees may, under applicable SEC rules, be deemed to be participants in the solicitation of proxies from Met-Pro’s shareholders in respect of the proposed merger. Information about the directors and executive officers of Met-Pro is set forth in Met-Pro’s proxy statement for its 2013 annual meeting previously filed with the SEC. More detailed information regarding persons who may be considered participants in the solicitation of proxies from Met-Pro’s shareholders in connection with the proposed merger is set forth in the registration statement, including the prospectus/proxy statement, and other relevant documents to be filed with the SEC in connection with the proposed merger. Each of these documents is, or will be, available for free at the SEC’s website at www.sec.gov, at Met-Pro’s Investor Relations website at www.met-pro.com/investor-relations, or upon request directed to Met-Pro Corporation, 160 Cassell Road, P.O. Box 144, Harleysville, PA 19438, Attention: Investor Relations, or by calling (215) 723-6751 or emailing mpr@met-pro.com.  Participants in the Solicitation 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Fiscal Year Ended 1/31  Financial Highlights  Millions ($)*  * Except per share amounts    2013  2012  Change  Net Sales        10%  Operating Income      12%  Net Income      13%  Diluted EPS      15%   0.48  $   0.55  $  $  100.2   10.6  $    7.1  $   8.0   11.9  $109.9  $  $ 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level    1/31/2012  Cash & Short Term Investments    Total Assets     Total Debt    Shareholders’ Equity    Millions ($)  34.3  $ 116.3  2.6  88.7  $2.33 Per Share  Debt to Equity Ratio = 3.0%  $  $  $  Strong Financial Condition 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  $.269  Dollars ($)  * Reflects 2% dividend increase effective October 2012  22 Straight Years of Cash Dividends  Fiscal Year Ended 1/31  $.2855*  $.246  $.240 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Continued Progress  Grew international sales by 10% to $30.6 millionAdded complete line of non-metallic Fybroc® brand butterfly valvesSuccessfully conducted pilot test to validate lower gas retention time for Met-Pro Environmental Air Solutions’ BIO-PRO® odor control systemsIntroduced new Mefiag® filter for printed circuit board industryAdded several new features to the Strobic Air® Tri-Stack® Smart System controls 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO  Per the Definitive Agreement Announced on April 22, 2013:CECO will acquire all of the outstanding shares of Met-Pro common stock in a cash and stock transaction valued at a total of approximately $210 million, or $13.75 per shareMet-Pro shareholders may elect to exchange each share of Met-Pro common stock for either:$13.75 in cash and/or shares of CECO common stock Subject to a pro-ration feature that caps the overall cash at approximately $110 million and a collar that affects the amount of CECO common stock to be received by shareholders electing stock  “Combining Forces for a Stronger Tomorrow” 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO  Substantial Value Creation for Met-Pro Shareholders43% premium to Met-Pro’s share price as of the close on April 19, 2013Opportunity to participate in upside potential through shared ownership in combined companyStrong Strategic FitVery little market overlapStrong complimentary product portfolioAbility to leverage unique trade knowledge and manufacturing/service capabilities   “Combining Forces for a Stronger Tomorrow” 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO  Poised to Benefit from Enhanced End-Market and Customer Diversity Enhances breadth and depth of end-market exposure to blue-chip customersNatural hedge against market and customer-specific volatilityUnlocks significant cross-selling opportunities with access to over 11,500 active customers worldwideStrong opportunity to consolidate markets and benefit from economies of scale and scope  “Combining Forces for a Stronger Tomorrow” 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO  Expanded Global ReachWell-balanced geographic portfolio of assetsEnhances ability to capitalize on emerging market growthWell-established presence in China, India and Latin AmericaExperienced Management Teams with Proven Track Records of SuccessFinancially Compelling with Enhanced Scale and Significant Synergy Potential  “Combining Forces for a Stronger Tomorrow” 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO  On May 23, 2013, CECO filed a Registration Statement on Form S-4, which includes a joint proxy statement/ prospectus, with the Securities and Exchange Commission (SEC) The Form S-4 registration statement has not yet become effective, and the information contained in it is subject to change   Current Status 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO  The Form S-4 is available at www.sec.gov (under "CECO Environmental Corp.”)The Form S-4 is under review by the SEC Once we have addressed the SEC’s comments, the joint proxy statement will be submitted to shareholders for their consideration and vote  Current Status 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level  Met-Pro and CECO 

 Click to edit Master title style  Click to edit Master text stylesSecond levelThird levelFourth levelFifth level 

EX-99.2

Exhibit 99.2

Date:	June 5, 2013
For Release:	Immediate
Contact:	Investor Contact:
	Neal E. Murphy	Joseph Hassett, SVP
	Vice President of Finance, CFO	Gregory FCA Communications
	215-723-6751	610-228-2110

Met-Pro Corporation Declares Quarterly Dividend

Harleysville, PA, June 5, 2013 – Met-Pro Corporation (NYSE: MPR-News) today announced that the Company’s Board of Directors, at their meeting today, declared a quarterly dividend of $0.0725 per share payable on September 13, 2013 to shareholders of record at the close of business on August 30, 2013.

As previously announced, on April 21, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CECO Environmental Corp. (“CECO”). Pursuant to the terms of the Merger Agreement, in the event that the closing date of the  First Step Merger (as defined in the Merger Agreement) occurs before August 30, 2013,  then the dividend declared on June 5, 2013 shall not be paid to the Company’s shareholders; however, in such event, CECO has agreed to set its record date for the payment of its third dividend occurring during its current fiscal year to occur on a date that is at least two business days after the closing date of the First Step Merger.

The closing of the First Step Merger is subject to customary conditions including the approval of the Company’s shareholders at a special meeting of shareholders to be held following the mailing of a prospectus/proxy statement for the special meeting of shareholders. CECO filed a registration statement containing this prospectus/proxy statement with the SEC on May 23, 2013, but at this time, the Company is not able to state whether the closing date for the First Step Merger will occur before August 30, 2013. After the mailing of the prospectus/proxy statement, the Company and CECO expect to announce the anticipated date for the closing of the First Step Merger.

About Met-Pro

Met-Pro Corporation, with headquarters at 160 Cassell Road, Harleysville, Pennsylvania, is a leading niche-oriented global provider of product recovery, pollution control, fluid handling and filtration solutions. The Company’s diverse and synergistic solutions and products address the world’s growing need for clean air and water, reduced energy consumption and improved operating efficiencies. Through its global sales organization, internationally recognized brands, and operations in North America, South America, Europe and The People's Republic of China, Met-Pro’s solutions, products and systems are sold to a well-diversified cross-section of customers and markets around the world. For more information, please visit www.met-pro.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this news release, and other materials filed or to be filed with the Securities and Exchange Commission (as well as information included in oral or other written statements made or to be made by the Company), contain statements that are forward-looking. Such statements may relate to plans for future expansion, business development activities, capital spending, financing, the effects of regulation and competition, or anticipated sales or earnings results. Such information involves risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to, the cancellation or delay of purchase orders and shipments, product development activities, goodwill impairment, computer systems implementation, dependence on existing management, the continuation of effective cost and quality control measures, retention of customers, global economic and market conditions, and changes in federal or state laws. You should carefully consider the factors discussed in Part I, “Item 1A Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2013 as filed with the Securities and Exchange Commission.

Met-Pro common shares are traded on the New York Stock Exchange, symbol MPR. To obtain an Annual Report or additional information on the Company, please call 215-723-6751 and ask for the Investor Relations Department, or visit the Company’s website at www.met-pro.com.