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): May 29, 2020
Infrastructure and Energy Alternatives, Inc.
(Exact Name of Registrant as Specified in Charter)
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| | | | |
| Delaware | | 001-37796 | | 47-4787177 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| | |
6325 Digital Way Suite 460 Indianapolis, Indiana | | 46278 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (765) 828-2580
None.
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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| | | | |
| Title of each class | | Trading Symbols(s) | | Name of exchange on which registered |
| Common Stock, $0.0001 par value | | IEA | | The NASDAQ Stock Market LLC |
| Warrants for Common Stock | | IEAWW | | The NASDAQ Stock Market LLC |
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 the 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. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2020, Infrastructure and Energy Alternatives, Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders voted to, among other things, approve an amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock, par value $0.0001 per share (the “Common Stock”) from 100,000,000 shares of Common Stock to 150,000,000 shares of Common Stock. Following approval by the shareholders, on May 29, 2020, the Company filed the Certificate of Amendment with the Secretary of State of Delaware.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Voting Results
At the Company’s Annual Meeting held on May 29, 2020, a total of 16,595,739 shares of the Company’s Common Stock, representing 73.9% of the total shares of Common Stock outstanding and eligible to vote as of the record date, were represented in person or by valid proxies. This percentage constituted a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows (capitalized terms used but not defined herein have the meaning given to such terms in the Proxy Statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 10, 2020):
Proposal 1: Shareholders elected the following nominees to serve as Class III directors for a term expiring at the 2023 annual meeting of shareholders by the votes set forth in the table below:
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| | | | | | |
| Nominee | For | Withheld | Broker Non-Votes |
| Derek Glanvill | 13,253,293 |
| 538,477 |
| 2,803,969 |
|
| Matthew Underwood | 13,748,858 |
| 42,912 |
| 2,803,969 |
|
Proposal 2: Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountant for the year ending December 31, 2020 by the votes set forth in the table below:
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| | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 16,537,321 |
| 28,042 |
| 30,376 |
| — |
|
Proposal 3: As described in Item 5.03 above, shareholders approved the Certificate of Amendment to increase the authorized number of shares of Common Stock from 100,000,000 shares of Common Stock to 150,000,000 shares of Common Stock by the votes set forth in the table below:
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| | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 16,280,895 |
| 237,901 |
| 76,943 |
| — |
|
Proposal 4: Shareholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers by the votes set forth in the table below:
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| | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 13,121,502 |
| 620,757 |
| 49,511 |
| 2,803,969 |
|
Proposal 5: Shareholders approved, on an advisory basis, a frequency of every one year for a vote, on an advisory basis, of the compensation of the Company’s Named Executive Officers by the votes set forth in the table below:
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| | | | | | | |
| One Year | Two Years | Three Years | Abstain |
| 13,726,409 |
| 8,163 |
| 9,720 |
| 47,478 |
|
Say on Pay Frequency Determination
The Company has considered the outcome of the vote, on an advisory basis, of the frequency of a vote, on an advisory basis, of the compensation of the Company’s Named Executive Officers. The Company has determined, as was recommended by the Company’s board of directors and shareholders, that the Company will hold future advisory votes on the compensation of the Company’s Named Executive Officers on an annual basis until the occurrence of the next advisory vote regarding the frequency of such advisory votes. The next advisory vote regarding the frequency of such advisory votes is required to occur no later than the Company's 2026 annual meeting of shareholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| |
| Exhibit No. | Description |
| 3.1 | |
SIGNATURE
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.
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| Dated: June 1, 2020 | |
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| | INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. |
| | |
| | By: | /s/ Gil Melman |
| | Name: Gil Melman |
| | Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
