IES Holdings, Inc. files DEF 14A for fiscal year ending September 30, 2023.

TL;DR

<b>IES Holdings, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending September 30, 2023.</b>

AI Summary

IES Holdings, Inc. (IESC) filed a Proxy Statement (DEF 14A) with the SEC on January 9, 2024. IES Holdings, Inc. filed a DEF 14A on January 9, 2024. The filing covers the fiscal year ending September 30, 2023. The company's fiscal year end is September 30. IES Holdings, Inc. is incorporated in Delaware. The company's business and mailing address is 2 Riverway, Suite 1730, Houston, TX 77056.

Why It Matters

For investors and stakeholders tracking IES Holdings, Inc., this filing contains several important signals. This filing is a routine requirement for publicly traded companies to provide shareholders with information regarding annual meetings, director nominations, and executive compensation. Shareholders can review details on executive compensation, stock awards, and other governance matters to make informed voting decisions.

Risk Assessment

Risk Level: low — IES Holdings, Inc. shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or significant strategic changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

• 2024-01-09 — Filing Date (DEF 14A filing date)
• 2024-02-22 — Conformed Period of Report (Period covered by the report)
• 2023-09-30 — Fiscal Year End (Company's fiscal year end)
• 1731 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• IES Holdings, Inc. (company) — Filer
• 2024-01-09 (date) — Filing Date
• 20240222 (date) — Conformed Period of Report
• 2023-09-30 (date) — Fiscal Year End
• DE (jurisdiction) — State of Incorporation
• 77056 (location) — Business Address Zip Code
• 7138601500 (phone) — Business Phone
• Integrated Electrical Services, Inc. (company) — Former Company Name

Forward-Looking Statements

• IES Holdings will continue to use equity awards as a significant component of executive and employee compensation. (IES Holdings, Inc.) — high confidence, target: 2025-09-30

FAQ

Industry Context

IES Holdings, Inc. operates in the electrical services sector, providing a range of services including electrical contracting and infrastructure solutions.

Regulatory Implications

As a publicly traded company, IES Holdings, Inc. is subject to SEC regulations, including the requirement to file a DEF 14A for shareholder communication and governance oversight.

What Investors Should Do

1. Analyze the executive compensation packages detailed in the filing.
2. Review any shareholder proposals and management's recommendations.
3. Note the dates for the upcoming annual shareholder meeting, if specified.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure and does not represent a change from previous filings in terms of reporting format or frequency.

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share, at the close of business on

Filing Documents

• iesc-20240108.htm (DEF 14A) — 642KB
• iesc-20240108_g1.jpg (GRAPHIC) — 100KB
• iesc-20240108_g2.jpg (GRAPHIC) — 4KB
• iesc-20240108_g3.jpg (GRAPHIC) — 119KB
• iesc-20240108_g4.jpg (GRAPHIC) — 102KB
• iesc-20240108_g5.jpg (GRAPHIC) — 109KB
• iesc-20240108_g6.jpg (GRAPHIC) — 529KB
• iesc-20240108_g7.jpg (GRAPHIC) — 186KB
• 0001048268-24-000014.txt (&nbsp;) — 3945KB
• iesc-20240108.xsd (EX-101.SCH) — 4KB
• iesc-20240108_def.xml (EX-101.DEF) — 5KB
• iesc-20240108_lab.xml (EX-101.LAB) — 103KB
• iesc-20240108_pre.xml (EX-101.PRE) — 49KB
• iesc-20240108_htm.xml (XML) — 102KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 ELECTION OF DIRECTORS 7 EXECUTIVE OFFICERS 9 BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD 9 CORPORATE GOVERNANCE 12 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 14 REPORT OF THE AUDIT COMMITTEE 16 AUDIT FEES 17

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 COMPENSATION DISCUSSION AND ANALYSIS 18 2023 SUMMARY COMPENSATION TABLE 28 GRANT OF PLAN BASED AWARDS 29 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END 30 OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023 31 SEVERANCE ARRANGEMENTS 31 PAY RATIO DISCLOSURE 35 P AY VERSUS PERFORMANCE 3 6 DIRECTOR COMPENSATION 39 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 40 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 40 RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS 41 ADVISORY VOTE ON EXECUTIVE COMPENSATION 42 OTHER BUSINESS 43 DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS OF BOARD MEMBERS 43 ANNUAL REPORT 43 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 43 IES HOLDINGS, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION ABOUT THE ANNUAL MEETING WHEN AND WHERE IS THE 2024 ANNUAL MEETING OF STOCKHOLDERS BEING HELD? The 2024 annual meeting of stockholders (the "Annual Meeting") of IES Holdings, Inc., a Delaware corporation (the "Company"), will be held on Thursday, February 22, 2024, at 10:00 a.m. Central Standard Time. This year's Annual Meeting will again be held in a completely virtual format via live audio webcast. You can attend the virtual Annual Meeting via the Internet at www.virtualshareholdermeeting.com/IESC2024 by using the 16-digit control number which appears on your Notice of Internet Availability of Proxy Materials and your proxy card. WHY IS THE ANNUAL MEETING BEING HELD IN A VIRTUAL FORMAT? The Company's Board of Directors (the "Board") believes that the virtual meeting format provides a better opportunity for participation in the Annual Meeting by our stockholders and a cost savings for the Company. The virtual meeting format will increase the number of stockholders who are able to attend the Annual Meeting, by allowing stockholders to attend and participate in the Annual Meeting from

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT At the close of business on December 27, 2023, the record date for the determination of stockholders of the Company entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments thereof, the Company had issued and outstanding 20,213,976 shares of Common Stock. The following table sets forth information with respect to the beneficial ownership of our Common Stock as of December 27, 2023 by: each person who is known by us to own beneficially 5% or more of our outstanding Common Stock; our named executive officers; our current directors and nominees; and all of our executive officers and directors as a group. Except as otherwise indicated, the person or entities listed below have sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse. Shares Beneficially Owned Name of Beneficial Owner Number (1) Percent Jennifer A. Baldock (2) 4,603 * Todd M. Cleveland (3) 142,317 * David B. Gendell (4) 143,355 * Jeffrey L. Gendell (5) 11,528,733 57.03 % Joe D. Koshkin (6) 48,383 * Elizabeth D. Leykum (7) 4,275 * Tracy A. McLauchlin 68,699 * Mary K. Newman 13,479 * Matthew J. Simmes 11,014 * Directors and officers as a group (9 persons) 11,964,858 59.19 % * Less than one percent. (1) For purposes of this table, the number of shares of Common Stock issued and outstanding, and the number of shares of Common Stock held by the directors, as of the record date includes all outstanding director phantom stock units ("Director PSUs"), which convert to shares of Common Stock when a director leaves the Board for any reason. (2) Includes 3,228 Director PSUs that convert to shares of Common Stock when Ms. Baldock leaves the Board for any reason. (3) Includes 13,972 Director PSUs that convert to shares of Common Stock when Mr. Cleveland leaves the Board for any reason

View Full Filing

View this DEF 14A filing on SEC EDGAR