IA 8-K
Innovative Solutions & Support Inc (IA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors
On January 27, 2025, the Board of Directors (the “Board”) of Innovative Solutions and Support, Inc. (the “Company”) increased the size of the Board to six directors and appointed Denise Devine to serve as an independent director, effective immediately, for a term until the Company’s next annual meeting of shareholders or until her successor is duly elected and qualified or until her earlier death, disqualification, resignation or removal. In connection therewith, Ms. Devine was also appointed by the Board to serve as a member of the Audit Committee.
Ms. Devine is the founder of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space, of which she has served as Chief Executive Officer since 2014. Also, Ms. Devine is the co-founder and Chief Financial Officer of RTM Vital Signs, LLC, a development stage medical device company. In addition, Ms. Devine founded, and from 1994 to 2014 served as Chief Executive Officer, of Nutripharm, Inc., a company that generates a portfolio of composition and process patents to create innovative natural food, beverage, pharmaceutical, and nutraceutical products. Ms. Devine previously served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of Certified Public Accountants. From 2005 to 2015, Ms. Devine was a member of the Board of Trustees of Villanova University where she also served as the Chair of the Audit and Risk Committee, and as a member of the Investment Committee and Executive Committee. Ms. Devine has served on the Board of Ben Franklin Technology Partners of Southeastern Pennsylvania since 2016. Since 2012, Ms. Devine has also served as a director of Fulton Financial Corporation (NASDAQ: FULT), of which she is also the Chair of the Audit Committee, the Vice-Chair of the Executive Committee, and a member of the Risk Committee. Ms. Devine has been a director of Selectquote, Inc. (NYSE: SLQT) since February 2020 and has served as the Chair of the Compensation Committee since September 2020. She previously served as a director, member of the Audit Committee, and Chair of the Compensation and Talent Committee of AgroFresh Solutions, Inc. (NASDAQ: AGFS) from 2018 until its sale in 2023, and as a director of Cubic Corporation (NYSE: CUB) from 2019 until its sale in 2021. Ms. Devine is a Certified Public Accountant and received her Masters in Business Administration from The Wharton School at the University of Pennsylvania, her Masters in Taxation from Villanova Law School, and her undergraduate degree in Accounting from Villanova University. We believe Ms. Devine’s management, business, and finance experience qualifies her to serve on our Board.
There are no family relationships between Ms. Devine and any director or executive officer of the Company, and Ms. Devine does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Devine has not entered into, and no grant or award has been made to, Ms. Devine under any material plan, contract or arrangement of the Company in connection with her appointment. There are no arrangements or understandings pursuant to which Ms. Devine was selected to serve as a member of the Board.
Ms. Devine will participate in the standard non-employee director compensation arrangements established by the Company, as described under the section entitled “Compensation of Directors” in the Company’s Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on January 23, 2025.
Item 8.01 Other Events.
On January 27, 2025, the Company issued a press release announcing the appointment of Ms. Devine as director. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INNOVATIVE SOLUTIONS AND SUPPORT, INC. | |||
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Date: | January 27, 2025 | By: | /s/ Jeffrey DiGiovanni |
Jeffrey DiGiovanni | |||
Chief Financial Officer | |||
Exhibit 99.1
Innovative Solutions & Support, Inc. Appoint New Board Member
EXTON, Pa. – January 27, 2025 – (BUSINESS WIRE) Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (NASDAQ: ISSC) is pleased to announce the appointment of Denise L. Devine, CPA, MBA, MST to its Board of Directors as an independent director, effective immediately. Ms. Devine will stand for election at the Company’s next annual meeting of shareholders or until her successor is duly elected and qualified or until her earlier, death, disqualification, resignation, or removal. In connection therewith, Ms. Devine was also appointed by the Board to serve on the Audit Committee. With Ms. Devine’s appointment, the IS&S Board has been expanded to six directors.
Ms. Devine is the founder and, since 2014, has served as the Chief Executive Officer of FNB Holdings LLC, a company dedicated to initiatives in the health and wellness space. She was also founder and has served for more than ten years as the Chief Executive Officer of Nutripharm, Inc., a company that has generated a portfolio of composition and process patents to create innovative natural food, beverage, pharmaceutical and nutraceutical products that facilitate nutrition and lifelong health. Ms. Devine currently serves on the Board of Fulton Financial Corporation (NASDAQ:FULT). Ms. Devine, a certified public accountant, also previously served as Chief Financial Officer for Energy Solutions International and in financial management positions for Campbell Soup Company. She has served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of CPAs. Ms. Devine has received numerous honors and awards, including the “Best 50 Business Women in Pennsylvania” Governor’s Award, the Gold Medal Alumnae Award from Villanova University, the Take the Lead Award from the Girl Scouts and the Iris Newman Award from the Alliance of Women Entrepreneurs. She received an MBA from the Wharton School of the University of Pennsylvania, an M.S. in Taxation from Villanova Law School, and a B.S. in Accounting from Villanova University.
“Denise is an accomplished entrepreneur, executive and finance professional with a long track record of building successful businesses, and we welcome her to the IS&S Board,” said Glen Bressner, Chairman of the Board. “Her appointment demonstrates IS&S’s commitment to ensuring our board is composed of directors with relevant skills and expertise to oversee the execution of IS&S’s strategy, and we are confident she will be a valuable addition to the board.”
Dr. Shahram Askarpour, the Company’s Chief Executive Officer said, “Ms. Devine joins us at an exciting time as we continue to execute on long-term strategy, and all of us on the board are looking forward to working with her.”
About Innovative Solutions & Support, Inc.
Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. ( www.innovative-ss.com ) is a U.S.-based company specializing in the engineering, manufacturing, and supply of advanced avionic solutions. Its extensive global product reach and customer base span commercial and military markets, catering to both airframe manufacturers and aftermarket services for fixed-wing and rotorcraft applications. IS&S offers cutting-edge, cost-effective solutions while maintaining legacy product lines. The company is poised to leverage its experience to create growth opportunities in next-generation navigation systems, advanced flight deck and special mission displays, precise air data instrumentation, autothrottles, flight control computers, mission computers and software based situational awareness targeting autonomous flight. Supported by a robust portfolio of patents and the highest aircraft certification standards, IS&S is at the forefront of meeting the aerospace industry's demand for more sophisticated and technologically advanced products.
FORWARD LOOKING STATEMENT DISCLAIMER
In addition to the historical information contained herein, this press release contains “forward-looking statements” within the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In this press release, the words “anticipates,” “believes,” “may,” “will,” “estimates,” “continues,” “anticipates,” “intends,” “forecasts,” “expects,” “plans,” “could,” “should,” “would,” “is likely”, “projected”, “might”, “potential”, “preliminary”, “provisionally”, “look forward” and similar expressions, as they relate to the business or to its management, are intended to identify forward-looking statements, but they are not exclusive means of identifying them. All forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company including, without limitation; statements about: our expected benefits from the appointment of a new director Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the Company’s ability to efficiently integrate acquired and licensed product lines, including the Honeywell product lines, into its operations; a reduction in anticipated orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the economic and business environments in which the Company operates. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and subsequent reports filed with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking