| Item 2.02. | Results of Operations and Financial Condition. |
On December 6, 2019, IES Holdings, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal 2019 fourth quarter and year end. A copy of the press release is furnished with this report as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of Long-Term Incentive Plan
On December 4, 2019, the Board of Directors (the “Board”) of the Company adopted the Amended and Restated Long-Term Incentive Plan Annual Grant Program of the Company (the “A&R LTIP”), subject to the terms and conditions of the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”). The A&R LTIP provides for an annual grant of restricted stock, phantom stock units, or other equity or equity-based grants to the Company’s executive officers and such other key employees as the Human Resources and Compensation Committee of the Board (the “Committee”) may designate. The annual grants may vest, as determined in the discretion of the Committee, based on: (i) actual performance relative to predetermined performance measures (the “Performance Units”) during the three fiscal-year period commencing with the fiscal year in which the grant is made, or such other period as determined by the Committee, (ii) continued service through the scheduled vesting date, or (iii) a combination of the foregoing. The Performance Units shall vest (i) at predetermined vesting percentages if actual performance is equal to the threshold, target and maximum performance measures for the relevant performance period, (ii) based on linear interpolation if actual performance is between such measures, and (iii) at 0% if actual performance is below the threshold performance measure.
The A&R LTIP is attached as Exhibit 10.1 hereto, and the foregoing description of the LTIP is qualified in its entirety by reference thereto.
Grant of Phantom Stock Units
On December 4, 2019, the Human Resources and Compensation Committee of the Company awarded its named executive officers performance-based and time-based phantom stock units (collectively, the “Phantom Units”) pursuant to the terms and conditions of the A&R LTIP. Each Phantom Unit represents a contractual right in respect of one share of the Company’s common stock and vests in accordance with substantially similar terms and conditions to the performance-based and time-based phantom stock units awarded, and disclosed in the Form8-K Current Report filed by the Company, on February 6, 2019, with the exception of certain terms and conditions described below.
Two-thirds (2/3) of the Phantom Units (the “Cumulative Income Units”) are subject to the achievement of specified levels of Cumulative Income (as defined in the A&R LTIP) for a three fiscal-year performance period commencing on October 1, 2019 (the “Performance Period”). The scheduled vesting date for the Performance Period is the earlier of (i) December 15, 2022 and (ii) the date the Company files its Annual Report on Form10-K for its fiscal year ending September 30, 2022 (the “Scheduled Vesting Date”). The remainingone-third (1/3) of the Phantom Units are subject to a time-based vesting schedule (the “Time-Based Units”), with the vesting ofone-hundred percent (100%) of the Time-Based Units scheduled to vest on the Scheduled Vesting Date. If the named executive officer’s employment terminates prior to the Scheduled Vesting Date due to the named executive officer’s death or disability, a termination by the Company without cause or by the Participant for good reason (as such terms are defined in the IES Holdings, Inc. Amended and Restated Executive Officer Severance Benefit Plan, the “Severance Plan”), the Phantom Units will vest in accordance with the terms of the Severance Plan.
