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 December 30, 2021, the Board of Directors (the "Board") of IES Holdings, Inc.
(the "Company") elected Jennifer Adams Baldock 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 her successor is elected and qualified or her resignation
or removal, in accordance with the Amended and Restated Bylaws of the Company.
Ms. Baldock, 62, has been a member of the Board of Managers of CCF Holdings, LLC
and its predecessors since April 2013, where she is the chair of the Nominating
and Governance Committee and a member of the Compliance Committee and the
Compensation Committee. In addition, Ms. Baldock currently serves as the Chair
of the Board of Directors of Greenwich Emergency Medical Service.
Ms. Baldock will receive compensation for Board service consistent with
compensation received by the Company's other non-employee directors (which is
described in the Company's Proxy Statement filed on January 11, 2021).
The Company is not aware of any arrangements or understandings between Ms.
Baldock and any other persons pursuant to which Ms. Baldock was selected as a
director, and there are no transactions in which Ms. Baldock has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Resignation of Director
On December 30, 2021, Joseph L. Dowling III informed the Company that he was
resigning as a member of the Board of Directors of the Company, effective as of
December 31, 2021. Mr. Dowling's decision to resign was related to his other
commitments and not due to any disagreement with the Company on any matter
relating to its operations, policies or practices. Mr. Dowling also resigned
from the Board's Nominating and Governance Committee and the Board's Human
Resources and Compensation Committee. The Company and the Board are very
grateful to Mr. Dowling for his service on the Board, which began in 2012.
Item 7.01 Regulation FD Disclosure.
On January 3, 2022, the Company issued a press release announcing Ms. Baldock's
appointment and Mr. Dowling's resignation. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K.
The information set forth herein is furnished pursuant to Item 7.01-Regulation
FD Disclosure and 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 of such section nor shall the information be deemed incorporated by
reference in any filing of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 - Press release dated January 3, 202 2 .
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)
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