UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 2024
Information Services Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33287 | | 20-5261587 |
| (State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| incorporation) | | | | Identification No.) |
2187 Atlantic Street
Stamford, CT 06902
(Address of principal executive offices)
(203) 517-3100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Shares of Common Stock, $0.001 par value | | III | | The Nasdaq Stock Market LLC |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;COMPENSATORY 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.
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
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 |
