ISG Announces Board Changes and New CFO
Ticker: III · Form: 8-K · Filed: Apr 26, 2024 · CIK: 1371489
Sentiment: neutral
Topics: management-change, board-composition, corporate-governance
TL;DR
ISG's board is shaking up: 2 directors out, 3 new ones in, and a new CFO is here as of April 25th.
AI Summary
Information Services Group, Inc. announced on April 25, 2024, a series of significant corporate actions. These include the departure of two directors, the election of three new directors, and the appointment of a new Chief Financial Officer, effective April 25, 2024. The company also reported on the submission of matters to a vote of security holders.
Why It Matters
This filing indicates a significant shift in the company's leadership and board composition, which could signal strategic changes or a response to previous performance.
Risk Assessment
Risk Level: medium — Changes in board composition and executive leadership can introduce uncertainty and potential strategic shifts, impacting the company's future direction.
Key Players & Entities
- Information Services Group, Inc. (company) — Registrant
- April 25, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 203-517-3100 (phone_number) — Registrant's telephone number
FAQ
Who are the departing directors of Information Services Group, Inc.?
The filing states that two directors have departed, but their names are not specified in this section of the 8-K.
How many new directors were elected to the board?
Three new directors were elected to the board of Information Services Group, Inc.
When was the new Chief Financial Officer appointed?
The new Chief Financial Officer was appointed effective April 25, 2024.
What is the principal executive office address for Information Services Group, Inc.?
The principal executive offices are located at 2187 Atlantic Street, Stamford, CT 06902.
What other significant corporate event was reported on April 25, 2024?
Information Services Group, Inc. also reported the submission of matters to a vote of security holders.
Filing Stats: 747 words · 3 min read · ~2 pages · Grade level 10.9 · Accepted 2024-04-26 17:00:28
Key Financial Figures
- $0.001 — ch registered Shares of Common Stock, $0.001 par value III The Nasdaq Stock Market
Filing Documents
- tm2412787d1_8k.htm (8-K) — 31KB
- 0001104659-24-053063.txt ( ) — 200KB
- iii-20240425.xsd (EX-101.SCH) — 3KB
- iii-20240425_lab.xml (EX-101.LAB) — 33KB
- iii-20240425_pre.xml (EX-101.PRE) — 22KB
- tm2412787d1_8k_htm.xml (XML) — 3KB
02. DEPARTURE OF DIRECTORS
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS ELECTION OF DIRECTORS APPOINTMENT OF CERTAIN OFFICERSCOMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Mr. Donald C. Waite III retired from the board of directors of Information Services Group, Inc. ("ISG" or the "Company") upon the conclusion of the Company's annual meeting of stockholders on April 25, 2024 (the "Annual Meeting"). As described in the Company's proxy statement distributed in connection with the Annual Meeting, Mr. Waite did not stand for re-election at the Annual Meeting. Mr. Waite's decision to not stand for re-election did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Mr. Waite's retirement, the compensation committee of the board of directors approved the accelerated vesting of 50,410 restricted stock units; and the administrative release of 242,918 deferred shares of the Company's common stock previously granted to Mr. Waite, each effective as of the date of Mr. Waite's retirement.
07. SUBMISSION OF MATTERS TO A VOTE
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On April 25, 2024, the Company held its 2024 Annual Meeting of Stockholders. Of the 48,335,220 shares outstanding and entitled to vote, 43,796,644 shares were represented at the meeting in person or by proxy, or an approximately 90.61% quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows: Proposal 1: Election of Directors . The stockholders elected each of Bruce N. Pfau and Kalpana Raina as directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors have been elected and have qualified to hold such office. The results of the election for each director are as follows: Directors Votes Cast For Votes Withheld Broker Non-Votes Bruce N. Pfau 36,399,399 1,670,423 5,726,822 Kalpana Raina 35,970,686 2,099,136 5,726,822 Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2024 . The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024. The voting results are as follows: For Against Abstain 43,320,993 468,621 7,030 Proposal 3: Non-Binding Advisory Vote on Executive Compensation . The stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as described in the Company's proxy statement distributed in connection with the Annual Meeting. The voting results are as follows: For Against Abstain Broker Non-Votes 36,217,454 1,647,291 205,077 5,726,822
SIGNATURES
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: April 26, 2024 INFORMATION SERVICES GROUP, INC. By: /s/ Michael P. Connors Michael P. Connors Chairman and Chief Executive Officer