(5)
LLR Equity Partners III, L.P. (“LLREP”) and LLR Equity Partners Parallel III, L.P. (together, “LLR”) filed a Schedule 13G on December 20, 2016, reporting beneficial ownership, as of December 1, 2016,Section 16(a) of the numberSecurities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. To our knowledge, all such persons filed the required reports on a timely basis during fiscal 2022, except one Form 4 filed on behalf of Donald C. Waite III, a director, inadvertently reporting one dividend reinvestment transactions late and Bruce Pfau, a director, inadvertently reporting a single transaction involving tax withholding of shares reflected in the table, of which LLREP was the beneficial owner of 2,306,418 shares. The business address of LLR is 2929 Arch Street, Cira Centre, Philadelphia, PA 19104.late.
(6)
Mr. Connors serves as Chairman of the Board and Chief Executive Officer. Shares beneficially owned include shares issuable in settlement of 529,101 restricted stock units that are scheduled to be settled within 60 days of March 3, 2021.
(7)
Mr. Berger serves as Executive Vice President and Chief Financial Officer. Shares beneficially owned include shares issuable in settlement of 140,212 restricted stock units that are scheduled to be settled within 60 days of March 3, 2021.
(8)
Mr. Lavieri serves as Vice Chairman and President — ISG Americas and Asia Pacific. Shares beneficially owned include shares issuable in settlement of 169,312 restricted stock units that are scheduled to be settled within 60 days of March 3, 2021.
(9)
Shares beneficially owned include shares issuable in settlement of 863,316 restricted stock units that are scheduled to be settled within 60 days of March 3, 2021.
STOCKHOLDER PROPOSALS AND NOMINATIONS Any stockholder desiring to submit a proposal to be presented for consideration in our 20222024 Proxy Statement under Rule 14a-8 of the Exchange Act must submit such proposal to us no later than the close of business on November 18, 2021. Under16, 2023. Stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act, a stockholder submitting a proposal is required to be a record or beneficial owner of at least 1% or $2,000 in market value of the common stock and to have held such stock for at least one year prior to the date of submission of the proposal, and he or she must continue to own such securities through the date on which the meeting is held.Act.
In addition, under our Bylaws, any stockholder intending to nominate a candidate for election to the Board or to propose any business at our 20222024 Annual Meeting must give timely written notice to our Chief Financial Officer at c/o Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902. A nomination or proposal for the 20222024 Annual Meeting will be considered timely if it is received no earlier than November 30, 202129, 2023 and no later than January 29, 2022.28, 2024. If the date of the 20222024 Annual Meeting is advanced by more than 30 days or is delayed by more than 70 days from April 29, 2022,27, 2024, then, to be timely, the nomination or proposal must be received by the Company no later than the close of business on the 15th day following the day on which public announcement of the date of the 20222024 Annual Meeting iswas first made. The notice of nomination or proposal must detail the information specified in the Company’s Bylaws. We will not entertain any proposals or nominations at the 20222024 Annual Meeting that do not meet the requirements set forth in our Bylaws. Our Bylaws have been filed with the SEC and you may obtain a copy of the Bylaws as filed with the SEC free of charge from our website at www.isg-one.com/investors. To make a submission or to request a copy of our Bylaws, stockholders should contact our Chief Financial Officer at c/o Information Services Group, Inc., 2187 Atlantic Street, Stamford, Connecticut 06902. To comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 27, 2024, which is 60 days prior to the anniversary date of the 2023 Annual Meeting.
TRANSACTION OF OTHER BUSINESS At the date of this Proxy Statement, the Board of Directors knows of no other business that will be conducted at the 20212023 Annual Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.
By Order of the Board of Directors,
Michael P. ConnorsChairman of the Board and Chief Executive Officer | | | By Order of the Board of Directors, |
| | | |
| | | Michael P. Connors
Chairman of the Board and Chief Executive Officer |
March 18, 202115, 2023