Innovative Solutions & Support Announces Board Changes
Ticker: ISSC · Form: 8-K · Filed: Jun 20, 2024 · CIK: 836690
Sentiment: neutral
Topics: board-changes, management-changes, governance
TL;DR
Board shakeup at ISSI - new directors in, some officers out. Keep an eye on strategy shifts.
AI Summary
Innovative Solutions & Support, Inc. announced on June 20, 2024, a change in its board of directors, effective June 13, 2024. The filing details the departure of certain officers and the election of new directors, alongside information on compensatory arrangements for its officers.
Why It Matters
Changes in a company's board of directors can signal shifts in strategy, governance, or operational focus, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Board changes can introduce uncertainty regarding future strategy and leadership stability.
Key Players & Entities
- Innovative Solutions & Support, Inc. (company) — Registrant
- June 13, 2024 (date) — Effective date of board changes
- June 20, 2024 (date) — Date of report
FAQ
Who departed from the board or officer positions?
The filing indicates the departure of certain officers and directors, though specific names are not detailed in the provided text.
Who was elected to the board of directors?
The filing states the election of directors but does not name the individuals in the provided text.
What is the effective date of these changes?
The changes to the board of directors were effective as of June 13, 2024.
What is the primary business of Innovative Solutions & Support, Inc.?
The company is in the SERVICES-COMPUTER PROGRAMMING SERVICES sector, with SIC code 7371.
Where is Innovative Solutions & Support, Inc. headquartered?
The company's principal executive offices are located at 720 Pennsylvania Drive, Exton, Pennsylvania 19341.
Filing Stats: 943 words · 4 min read · ~3 pages · Grade level 11.6 · Accepted 2024-06-20 17:26:32
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share ISSC Nasdaq Stock Market LL
Filing Documents
- tm2417689d1_8k.htm (8-K) — 28KB
- tm2417689d1_ex10-1.htm (EX-10.1) — 26KB
- tm2417689d1_ex10-2.htm (EX-10.2) — 43KB
- 0001104659-24-073485.txt ( ) — 286KB
- issc-20240613.xsd (EX-101.SCH) — 3KB
- issc-20240613_lab.xml (EX-101.LAB) — 33KB
- issc-20240613_pre.xml (EX-101.PRE) — 22KB
- tm2417689d1_8k_htm.xml (XML) — 3KB
02. Departure of Directors or Certain
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 13, 2024, the Board of Directors (the "Board") of Innovative Solutions and Support, Inc. (the "Company") approved a special award of 31,746 restricted stock units (the "RSUs") to the Chief Financial Officer of the Company, Jeffrey DiGiovanni, subject to the terms and conditions of the Restricted Stock Unit Award Agreement by and between the Company and Mr. DiGiovanni (the "RSU Agreement"). The RSUs will vest with respect to 8.33% of the award on September 30, 2024, with an additional 8.33% of the award vesting at the conclusion of each calendar quarter thereafter, such that the award will be fully vested on September 30, 2027. Vesting of the RSUs is subject to Mr. DiGiovanni remaining employed with the Company on each vesting date. On June 20, 2024, the Company entered into a Change in Control Agreement with Mr. DiGiovanni (the "Change in Control Agreement"). Pursuant to the Change in Control Agreement, in the event Mr. DiGiovanni is terminated (i) by the Company without Cause, or (ii) by Mr. DiGiovanni for Good Reason during the period beginning six (6) months prior to and ending two (2) years following a Change in Control of the Company (the terms "Cause," "Change in Control" and "Good Reason" are defined in the Change in Control Agreements), Mr. DiGiovanni will be entitled to receive an amount equal to two (2) times the sum of (A) his base salary in effect immediately prior to the Change in Control, and (B) the maximum annual cash bonus and/or other incentive compensation opportunity available to Mr. DiGiovanni (as determined by the Board in its sole discretion). The Change in Control benefit will be paid in one lump sum on the 60 th day following termination of employment, provided that the executive has executed and delivered a release of claims and the statutory period during which he or she ma
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference. 2
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. INNOVATIVE SOLUTIONS AND SUPPORT, INC. Dated: June 20, 2024 By: /s/ Jeffrey DiGiovanni Jeffrey DiGiovanni Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description 10.1 Restricted Stock Unit Award Agreement, dated June 19, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. 10.2 Change in Control Agreement, June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.