IES Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$IESC
Engineering & Construction
Industrials
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): | ||||||||
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (713 ) 860-1500
Check the appropriate box below if the From 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 20, 2025, IES held its 2025 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, 2025, (3) approved, by advisory vote, the compensation of the Company’s named executive officers, and (4) approved the Company's Amended and Restated 2006 Equity Incentive Plan, each as described in the proxy statement for the Annual Meeting.
| (1) | Proposal One: Election of Directors to serve until the 2026 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 NON-VOTE | |||||||||||||||||||||||
| 01— | Jennifer A. Baldock | 16,062,676 | 1,626,565 | 1,272,457 | ||||||||||||||||||||||
| 02— | Todd M. Cleveland | 17,567,164 | 122,077 | 1,272,457 | ||||||||||||||||||||||
| 03— | John L. Fouts | 16,082,932 | 1,606,309 | 1,272,457 | ||||||||||||||||||||||
| 04— | David B. Gendell | 17,536,276 | 152,965 | 1,272,457 | ||||||||||||||||||||||
| 05— | Jeffrey L. Gendell | 17,545,359 | 143,882 | 1,272,457 | ||||||||||||||||||||||
| 06— | Joe D. Koshkin | 15,311,342 | 2,377,899 | 1,272,457 | ||||||||||||||||||||||
| (2) | Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company’s certified public accountants for the Company for fiscal year 2025 was approved as follows: | ||||
| 18,729,673 | 200,352 | 31,673 | N/A | |||||||||||||||||
| 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: | ||||
| 16,602,420 | 1,076,979 | 9,842 | 1,272,457 | |||||||||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| (4) | Proposal Four: Approval of the Company’s Amended and Restated 2006 Equity Incentive Plan, as described in the proxy statement for the Annual Meeting: | ||||
| 17,522,830 | 155,587 | 10,824 | 1,272,457 | |||||||||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| 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: | February 21, 2025 | By: /s/ Mary K. Newman | |||||||||
| Name: Mary K. Newman | |||||||||||
| Title: General Counsel and Corporate Secretary | |||||||||||