III 8-K
Information Services Group Inc. (III)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 8.01. OTHER EVENTS
On August 31, 2022, Michael P. Connors, Chairman and Chief Executive Officer of Information Services Group, Inc. (the “Company”), entered into a written stock selling plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”) to sell a limited number of shares of the Company’s common stock. Rule 10b5-1 provides guidelines for officers, directors and other insiders to prearrange sales of securities in a manner that avoids concerns about initiating stock transactions while in possession of material nonpublic information. The Plan allows for the sale of a maximum of 1,200,000 shares of the Company’s common stock, commencing on October 3, 2022 and continuing until all such shares are sold or March 15, 2023, whichever occurs first.
Mr. Connors is currently the Company’s second largest shareholder, beneficially owning approximately 10.9% of the Company’s total outstanding common stock as of August 31, 2022. Since the Company’s initial public offering in 2007, Mr. Connors has not sold any of his shares, other than deemed dispositions of shares of the Company’s common stock to the Company as a result of withholding of shares of common stock to satisfy tax withholding obligations in connection with vesting of restricted stock units. Mr. Connors has informed the Board that the purpose of his Plan is to sell a small portion of his holdings (i) as part of estate planning in order to diversify his personal investments and (ii) to minimize the market effect of stock sales by spreading them out over time. Even if all the shares are sold under the Plan, Mr. Connors is still expected to remain one of the largest shareholders of the Company and own in excess of six times his annual base salary in accordance with the Company’s stock ownership guidelines.
Once executed, transactions under the Plans will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report modifications, terminations or other activities under current or future Rule 10b5-1 plans established by our officers and directors or significant shareholders.
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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.
| Dated: August 31, 2022 | INFORMATION SERVICES GROUP, INC. | |
| By: | /s/ Michael P. Connors | |
| Michael P. Connors | ||
| Chairman and Chief Executive Officer | ||
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