Innovative Solutions & Support Inc. Announces Annual Meeting of Shareholders

TL;DR

<b>Innovative Solutions & Support, Inc. is holding its Annual Meeting of Shareholders on April 18, 2024, to elect directors, approve compensation plans, and ratify auditors.</b>

AI Summary

INNOVATIVE SOLUTIONS & SUPPORT INC (ISSC) filed a Proxy Statement (DEF 14A) with the SEC on March 5, 2024. Annual Meeting scheduled for April 18, 2024, at 10:00 a.m. EDT. Shareholders will vote on electing four directors to hold office until the 2024 annual meeting. Proposal to adopt the Amended and Restated 2019 Stock-Based Incentive Compensation Plan. Ratification of Grant Thornton LLP as independent registered public accounting firm for FY2024. Record date for voting eligibility is February 20, 2024.

Why It Matters

For investors and stakeholders tracking INNOVATIVE SOLUTIONS & SUPPORT INC, this filing contains several important signals. Shareholders have the opportunity to influence the company's governance by electing directors and approving key compensation and auditing matters. The meeting will address the adoption of an updated stock-based incentive plan, which could impact future employee compensation and shareholder dilution.

Risk Assessment

Risk Level: low — INNOVATIVE SOLUTIONS & SUPPORT INC shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) for an annual shareholder meeting, with no immediate financial or operational disclosures beyond standard corporate governance items.

Analyst Insight

Review the proposals regarding director elections and the stock-based incentive plan to understand potential impacts on corporate governance and equity compensation.

Key Numbers

• 4 — Directors to be elected (To hold office until the annual meeting of shareholders in 2024)
• 2024 — Fiscal Year End (For which Grant Thornton LLP is being ratified as auditor)
• 0930 — Fiscal Year End (Company's fiscal year end)
• 2024-04-18 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
• 2024-02-20 — Record Date (For determining shareholders entitled to vote)

Key Players & Entities

• INNOVATIVE SOLUTIONS & SUPPORT INC (company) — Registrant and Filer
• Grant Thornton LLP (company) — Independent registered public accounting firm
• SHAHRAM ASKARPOUR (person) — President and Chief Executive Officer
• 2019 Stock-Based Incentive Compensation Plan (other) — Plan to be adopted
• PA (location) — State of Incorporation and Business Address
• Exton (location) — Business Address City

FAQ

Key Dates

• 2024-04-18: Annual Meeting of Shareholders — Shareholders will vote on director elections, stock incentive plan, and auditor ratification.
• 2024-02-20: Record Date — Determines shareholders eligible to vote at the annual meeting.
• 2024-03-05: Filing Date — Date the DEF 14A proxy statement was filed with the SEC.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing provides detailed information about matters to be voted on at the annual shareholder meeting.)

Record Date

A specific date used to determine which shareholders are entitled to receive notice of and vote at a shareholder meeting. (Establishes eligibility for voting on proposals at the Innovative Solutions & Support, Inc. annual meeting.)

Quorum

The minimum number of shares or members that must be present at a meeting for business to be legally transacted. (Ensures that decisions made at the shareholder meeting are representative of a sufficient portion of the ownership.)

Filing Documents

• tm242901-1_def14a.htm (DEF 14A) — 760KB
• bc_tsr-4clr.jpg (GRAPHIC) — 52KB
• bc_neticome-4clr.jpg (GRAPHIC) — 56KB
• px_24innovativeproxy1pg01-bw.jpg (GRAPHIC) — 206KB
• px_24innovativeproxy1pg02-bw.jpg (GRAPHIC) — 211KB
• 0001104659-24-030998.txt (&nbsp;) — 1440KB

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS 5

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT 6 PROPOSAL NO. 1—ELECTION OF DIRECTORS 7 DIRECTORS AND NOMINEES 8 CORPORATE GOVERNANCE 11 EQUITY PLAN INFORMATION 16 PROPOSAL NO. 2—ADOPTION OF THE AMENDED AND RESTATED 2019 STOCK-BASED INCENTIVE COMPENSATION PLAN 18 BEST PRACTICES 19 GENERAL 20 SUMMARY OF THE 2019 PLAN 21 ADMINISTRATION 22 ELIGIBILITY 23 TYPES OF AWARDS UNDER THE 2019 PLAN 24 CHANGE IN CONTROL 26 EFFECTIVE DATE, AMENDMENTS, AND TERMINATION 28 NEW PLAN BENEFITS 29 SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES 30 PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 33 AUDIT COMMITTEE REPORT 35 COMPENSATION OF DIRECTORS 37 EXECUTIVE OFFICERS 39 COMPENSATION COMMITTEE REPORT 40 COMPENSATION DISCUSSION AND ANALYSIS 41 NAMED EXECUTIVE OFFICER COMPENSATION 47 SHAREHOLDER PROPOSALS 52 APPENDIX A A-1 i TABLE OF CONTENTS INNOVATIVE SOLUTIONS AND SUPPORT, INC. 720 Pennsylvania Drive Exton, Pennsylvania 19341 610-646-9800 PROXY STATEMENT for Annual Meeting of Shareholders April 18, 2024 The Board of Directors (the " Board ") of Innovative Solutions and Support, Inc. (the " Company ") is soliciting your proxy to vote your shares at the Company's 2024 annual meeting of shareholders (the " Annual Meeting "). The Annual Meeting will be held on April 18, 2024 at 10:00 a.m., Eastern Daylight Time, at the Company's corporate offices at 720 Pennsylvania Drive, Exton, Pennsylvania. On or about March 5, 2024, the Company will mail to its shareholders of record as of February 20, 2024, the record date for the Annual Meeting, a copy of this Proxy Statement ("Proxy Statement"), including the Notice of Annual Meeting of Shareholders (the " Notice ") and the Proxy Card, as well as the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as amended (the " Annual Report "). Please carefully review the Pro

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS The following table sets forth certain information with respect to the beneficial ownership, as of February 20, 2024 (except as otherwise indicated in the footnotes below), of each person whom the Company knew to be the beneficial owner of more than 5% of its common stock. To the knowledge of the Company, each of the shareholders named below has sole or shared power to vote or direct the vote of such shares of common stock or the sole or shared investment power with respect to such shares of common stock, unless otherwise indicated. The information provided in the table is based on the Company's records, information filed with the SEC and information provided to the Company. Common Stock Name of Beneficial Owner Number of Shares Percent of Class (1) Christopher Harborne (2) 2,506,322 14.4 % Wealth Trust Axiom, LLC (3) 1,157,040 6.6 % Estate of Geoffrey S. M. Hedrick (4) 1,063,990 6.1 % Norman H. Pessin (5) 861,825 4.9 % Central Square Management LLC (6) 875,417 5.0 % (1) As used in this table, beneficial ownership means the sole or shared power to vote or direct the voting of a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose, or direct the disposition, of a security). A person is deemed as of any date to have beneficial ownership of any security that such person has the right to acquire within 60 days after such date. Percentage ownership is based upon 17,459,983 of common stock outstanding as of February 20, 2024. (2) Based solely on Schedule 13D/A filed on February 17, 2023 by Christopher Harborne ("Mr. Harborne") and Klear Kite LLC ("Klear Kite"), Klear Kite and, by virtue of being the sole member of Klear Kite, Mr. Harborne, each beneficially owns 2,506,322 shares of common stock, which are held directly by Klear Kite. Based on the 13D/A, Klear Kite and Mr. Harborne share voting and investment power over all such sh

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership, as of February 20, 2024, of (i) each director, (ii) the chief executive officer, the chief financial officer and the Company's other executive officers during the fiscal year ended September 30, 2023, and (iii) all the current directors and executive officers as a group. Unless otherwise indicated, each of the shareholders named below has sole voting and investment power with respect to such shares, and the address of each of the shareholders named below is c/o Innovative Solutions and Support, Inc., 720 Pennsylvania Drive, Exton, Pennsylvania 19341. The information provided in the table is based on the Company's records, information filed with the SEC, and information provided to the Company. Common Stock Name of Beneficial Owner Number of Shares Percent of Class (1) Shahram Askarpour 473,708 2.7 % Michael Linacre 2,465 * Glen R. Bressner 91,957 * Roger A. Carolin 52,790 * Stephen L. Belland 12,161 * Parizad Olver 11,806 * All current executive officers and directors as a group (6 persons) 644,887 3.7 % (1) As used in this table, beneficial ownership means the sole or shared power to vote or direct the voting of a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose, or direct the disposition, of a security). A person is deemed as of any date to have beneficial ownership of any security that such person has the right to acquire within 60 days after such date. Percentage ownership is based upon 17,459,983 shares of common stock outstanding as of February 20, 2024. 6 TABLE OF CONTENTS PROPOSAL NO. 1—ELECTION OF DIRECTORS (Item 1 on Proxy Card) At the Annual Meeting, the shareholders will elect four (4) directors to hold office until the annual meeting of shareholders in 2025, or until their respective successors have been duly

View Full Filing

View this DEF 14A filing on SEC EDGAR