IES Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$IESC
Engineering & Construction
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On September 23, 2024, the Board of Directors (the “Board”) of IES Holdings, Inc. (the “Company”) elected John Louis Fouts as a director of the Company, to hold office until the next annual meeting of stockholders of the Company, or, if earlier, such time as his successor is elected and qualified or his resignation or removal, in accordance with the Amended and Restated Bylaws of the Company. On September 23, 2024, Mr. Fouts was also appointed to the Audit Committee of the Board. Mr. Fouts, 57, has served as the managing member at Fouts Family Investments, a private investment holding company, since 2021. From 2002 to 2021 he was a partner with Water Street Capital, a private investment firm located in Jacksonville, Florida. In addition, Mr. Fouts currently serves as a Trustee of the Georgia Tech Foundation and is the Chairman of its Investments Committee.
Mr. Fouts will receive compensation for Board service consistent with compensation received by the Company's other non-employee directors (as described in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 9, 2024).
The Company is not aware of any arrangements or understandings between Mr. Fouts and any other persons pursuant to which Mr. Fouts was selected as a director, and there are no transactions in which Mr. Fouts has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On September 23, 2024, immediately prior to Mr. Fouts’ election to the Board and appointment to the Audit Committee, the Company received notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC that, as a result of a director's resignation from the Board and the Audit Committee on September 4, 2024, the Audit Committee was no longer composed of at least three members as required by Nasdaq Listing Rule 5605. Following Mr. Fouts’ appointment, the Audit Committee is again composed of at least three members in accordance with the rule.
Item 7.01 Regulation FD Disclosure.
On September 26, 2024, the Company issued a press release announcing Mr. Fouts’ appointment. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information set forth in this Item 7.01, including Exhibit 99.1, which is furnished herewith and relates to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section nor shall such information be deemed incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| 99.1 — | |||||
| 104 — | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: | September 26, 2024 | By: /s/ Mary K. Newman | |||||||||
| Name: Mary K. Newman | |||||||||||
| Title: General Counsel and Corporate Secretary | |||||||||||