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, 2011
Integrated Electrical Services, Inc.
(Exact name of registrant as specified in Charter)
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Delaware
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001-13783
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76-0542208
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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4801 Woodway Drive, Suite 200-E
Houston, Texas 77056
(Address of Principal Executive Offices)
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):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 3, 2011, Integrated Electrical Services, Inc. (the “Company”) entered into an amended and restated letter agreement (the “Letter Agreement”) with James M. Lindstrom, to memorialize Mr. Lindstrom’s appointment, effective October 3, 2011, as Chief Executive Officer and President of the Company. Mr. Lindstrom has served as the Company’s Interim Chief Executive Officer and President and Principal Executive Officer since June 2011. As described in the Letter Agreement, upon accepting his permanent position with the Company, Mr. Lindstrom’s monthly base salary was increased to
$32,500 and he received a one-time grant of 100,000 shares of the Company’s restricted common stock, in part, as a discretionary equity incentive award for fiscal year 2011 and, in part, an award for his accepting the position on a permanent basis. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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| Exhibit Number | Description |
| 10.1 |
Amended and Restated Letter Agreement, dated October 3, 2011, by and between the Company and James M. Lindstrom.
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99.1
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Press release dated October 5, 2011.
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SIGNATURES
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.
| INTEGRATED ELECTRICAL SERVICES, INC. | |
| Date: October 5, 2011 | /s/ William L. Fiedler |
| William L. Fiedler | |
| Senior Vice President and General Counsel |
EXHIBIT INDEX
| Exhibit Number | Description |
| 10.1 |
Amended and Restated Letter Agreement, dated October 3, 2011, by and between the Company and James M. Lindstrom.
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99.1
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Press release dated October 5, 2011.
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Exhibit 10.1
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4801 Woodway Drive
Suite 200-EHouston, TX 77056T: 713.860.1500
F: 713.860.1588
www.ies-co.com
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October 3, 2011
Mr. James M. Lindstrom
145 Pecksland Road
Greenwich, CT 06831
Dear Jim:
This letter is to memorialize the terms of your employment with Integrated Electrical Services, Inc. (the “Company”) and amends and restates in its entirety that certain letter agreement dated June 30, 2011 between you and the Company. Effective October 3, 2011, the Board of Directors of the Company hereby appoints you as Chief Executive Officer and President of the Company, a position you have held in an interim capacity since June 30, 2011, under terms set forth below:
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Base Salary. You will receive a monthly base salary of $32,500.00.
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Discretionary 2011 Incentive Award Opportunity. You are eligible to receive a discretionary cash and/or equity incentive award for fiscal year 2011 as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) based on your achievement of certain performance objectives to be established by the Compensation Committee.
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Restricted Stock Grant. On October 3, 2011 you will receive a one-time grant of 100,000 shares of restricted common stock pursuant to the Company’s 2006 Equity Incentive Plan (the “2006 Plan”). This grant is, in part, a discretionary award for fiscal year 2011 and, in part, an award for your accepting the position of Chief Executive Officer and President on a permanent basis. This grant will vest as follows: 33,334 shares on October 3, 2012, 33,333 shares on October
3, 2013 and 33,333 shares on October 3, 2014 (each, a “Vesting Date”). If, prior to a Vesting Date, your employment is terminated by the Company other than for Cause, as defined in the 2006 Plan, a prorated number of the unvested shares shall vest based on the number of months that have passed from the most recent Vesting Date through the date of termination; provided, however, if after such termination you remain a member of the Company’s Board of Directors, the grant will continue to vest until you cease serving on the Board.
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Executive Benefit Plans; Other Benefits. You will be eligible to participate in executive benefit and compensation plans as approved by the Board of Directors. You are also eligible to participate in the Company’s medical, dental, vision, disability, 401(k) and executive deferred compensation plans.
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Travel Expenses. It is understood that you will commute from your residence in the State of Connecticut to Houston, Texas or other Company locations on a weekly basis. Your travel and lodging expenses incurred will either be paid for by the Company or you will be reimbursed for such expenses in accordance with Company policy.
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Sincerely,
/s/ William L. Fiedler
William L. Fiedler
Senior Vice President &
General Counsel
AGREED AND ACCEPTED THIS 3rdh DAY OF OCTOBER 2011:
/s/ James M. Lindstrom
James M. Lindstrom
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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NEWS RELEASE
Contacts: Robert W. Lewey, CFO & Treasurer
Integrated Electrical Services, Inc.
713-860-1500
Ken Dennard / ksdennard@drg-l.com
Karen Roan / kcroan@drg-l.com
DRG&E / 713-529-6600
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INTEGRATED ELECTRICAL SERVICES
ANNOUNCES EXECUTIVE APPOINTMENT
HOUSTON — OCTOBER 5, 2011 — The Board of Directors of Integrated Electrical Services, Inc. (NASDAQ: IESC) today announced the appointment of James M. Lindstrom as President and CEO, a role he has held in an interim capacity since June 2011. Mr. Lindstrom was elected Chairman of IES in February 2011 and has served as a director of the Company since May 2010.
Integrated Electrical Services, Inc. and its subsidiaries provide electrical and communications services for the commercial, industrial and residential markets throughout the United States. IES is based in Houston, Texas.
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