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 19, 2020
IES Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13783 | 76-0542208 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5433 Westheimer Road, Suite 500, Houston, Texas 77056
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (713) 860-1500
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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | IESC | NASDAQ Global Market | ||
| Rights to Purchase Preferred Stock | IESC | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 19, 2020, IES held its 2020 Annual Stockholders Meeting (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected all of the Company’s nominees for Director, (2) ratified the appointment of Ernst & Young LLP as the Company’s certified public accountants for the fiscal year ending September 30, 2020, and (3) approved, by advisory vote, the compensation of the Company’s named executive officers, as described in the proxy statement for the Annual Meeting.
| (1) | Proposal One: Election of Directors to serve until the 2021 Annual Stockholders Meeting and until their successors are duly elected and qualified (or until their earlier death, resignation or removal). Each Director was elected as follows: |
| NAME |
FOR |
WITHHELD |
BROKER |
|||||||||||
| 01— | Todd M. Cleveland |
17,428,684 | 613,699 | 2,141,781 | ||||||||||
| 02— | Joseph L. Dowling III |
17,959,741 | 82,642 | 2,141,781 | ||||||||||
| 03— | David B. Gendell |
17,552,773 | 489,610 | 2,141,781 | ||||||||||
| 04— | Jeffrey L. Gendell |
17,844,583 | 197,800 | 2,141,781 | ||||||||||
| 05— | Joe D. Koshkin |
17,345,872 | 696,511 | 2,141,781 | ||||||||||
| 06— | Donald L. Luke |
16,516,426 | 1,525,957 | 2,141,781 | ||||||||||
| 07— | Gary S. Matthews |
17,878,657 | 163,726 | 2,141,781 | ||||||||||
| (2) | Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company’s certified public accountants for the Company for fiscal year 2020 was approved as follows: |
| 20,106,094 |
52,813 |
25,257 |
0 | |||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| (3) | Proposal Three: Approval, by advisory vote, of the compensation of the Company’s named executive officers, as described in the proxy statement for the Annual Meeting: |
| 17,968,315 |
69,077 |
4,991 |
2,141,781 | |||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
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 hereunto duly authorized.
| IES HOLDINGS, INC. | ||||||
| Date: February 20, 2020 | /s/ Mary K. Newman | |||||
| Mary K. Newman | ||||||
| General Counsel & Corporate Secretary | ||||||