Innovative Solutions & Support Inc 8-K, filed Apr 18, 2023
Innovative Solutions & Support Inc (IA)
About this 8-K
Innovative Solutions & Support Inc filed this 8-K on April 18, 2023, reporting on events of April 13, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 17, 2023, following the approval of a proposed amendment to the Amended and Restated Articles of Incorporation (the “Charter”) of Innovative Solutions and Support, Inc. (the “Company”) by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in the Company’s Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on February 24, 2023 (such amendment, the “Amendment” and such Proxy Statement, the “Proxy Statement”), the Company filed Articles of Amendment with the Department of State of the Commonwealth of Pennsylvania (the “Department”) in order to give effect to the Amendment.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as Exhibit 3.3 to this report and incorporated herein by reference. The text of the Amendment, as filed with the Department, is substantially identical to what was included in the Proxy Statement.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on April 13, 2023. At the Annual Meeting, the Company’s shareholders considered five proposals. The proposals below are described in the Proxy Statement. The results are as follows:
Proposal 1: Proposed Amendment to the Amended and Restated Articles of Incorporation of the Company
The Amendment received the required vote of 65% of the Company’s issued and outstanding shares and was therefore approved by the Company’s shareholders as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,556,358 | 2,894,310 | 18,781 | 2,054,014 |
Proposal 2: Election of Directors
The following members of the Company’s Board of Directors (the “Board”) each received a majority of the votes cast at the Annual Meeting in support of their re-election and therefore were re-elected by the Company’s shareholders:
| Name | For | Withheld | Broker Non-Votes | |||
| Shahram Askarpour | 13,980,798 | 488,651 | 2,054,014 | |||
| Roger A. Carolin | 7,870,550 | 6,598,899 | 2,054,014 | |||
| Glen R. Bressner | 10,232,070 | 4,237,379 | 2,054,014 | |||
| Stephen L. Belland | 10,284,422 | 4,185,027 | 2,054,014 | |||
| Parizad Olver (Parchi) | 10,435,419 | 4,034,030 | 2,054,014 |
Mr. Winston J. Churchill did not receive a majority of the votes cast and was therefore not re-elected. There were 5,459,764 votes cast in favor of his re-election, 9,009,685 votes withheld, and 2,054,014 broker non-votes.
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders ratified and approved the appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2023 as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 16,465,038 | 31,286 | 27,139 | 0 |
Proposal 4: Advisory Vote on Executive Compensation (Say-On-Frequency)
Based on the results of the shareholder vote on this proposal, as set forth below, the Board determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers once every three years until the next frequency vote. A frequency vote is required to be held at least once every six years.
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 4,972,088 | 59,282 | 6,925,801 | 2,512,278 |
Proposal 5: Advisory Vote on Executive Compensation (Say-On-Pay)
The Company’s shareholders approved the resolution with respect to the compensation of the Company’s named executive officers described in the Proxy Statement as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,557,883 | 135,482 | 2,776,084 | 2,054,014 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 3.3 | Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of IS&S. |
| 104 | Cover page interactive data file (formatted as Inline XBRL) |
SIGNATURE
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.
| INNOVATIVE SOLUTIONS AND SUPPORT, INC. | ||
| Date: April 17, 2023 | By: | /s/ Michael Linacre |
| Michael Linacre | ||
| Chief Financial Officer | ||
| 3068 NOTICES PENNSYLVANIA BULLETIN, VOL. 45, NO. 24, JUNE 13, 2015 Innovative Solutions and Support, Inc. 720 Pennsylvania Drive, Exton, PA 19341 Chester PA Business Corporation Law 01/12/1988 PA009 - 7/1/2015 Wolters Kluwer Online |
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| EXHIBIT A TO ARTICLES OF AMENDMENT OF INNOVATIVE SOLUTIONS AND SUPPORT, INC. Section (B)(1)(b) of Article FOURTH of the Amended and Restated Articles of the Corporation is amended to read as follows: (b) Majority Voting. Notwithstanding anything herein contained to the contrary, the affirmative vote of the holders of a majority of the Common Stock then issued and outstanding shall be required for: (i) any merger, consolidation or other sale of the Corporation; (ii) any issuance by the Corporation of common stock, other than a public offering for cash, which possesses voting power equal to or in excess of 20% of the voting power outstanding before such issuance; (iii) any issuance by the Corporation of capital stock for a consideration per share which is less than the fair market value of the capital stock as determined in good faith by the Board of Directors; (iv) any amendment to the Corporation’s Articles of Incorporation, as amended after the date hereof (except as otherwise expressly permitted hereby); and (v) the authorization by the Corporation of a class or Series of capital stock having rights and preferences which are pari passu with or superior to the rights and preferences of the Series A Preferred Stock. |
