UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 13, 2023
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-41503 | 23-2507402 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
720 Pennsylvania Drive
Exton, Pennsylvania 19341
(Address of principal executive offices) (Zip Code)
(610) 646-9800
(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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ISSC | Nasdaq Stock Market LLC |
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 April 17, 2023, following the approval of a proposed amendment to the Amended and Restated Articles of Incorporation (the “Charter”) of Innovative Solutions and Support, Inc. (the “Company”) by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in the Company’s Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on February 24, 2023 (such amendment, the “Amendment” and such Proxy Statement, the “Proxy Statement”), the Company filed Articles of Amendment with the Department of State of the Commonwealth of Pennsylvania (the “Department”) in order to give effect to the Amendment.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as Exhibit 3.3 to this report and incorporated herein by reference. The text of the Amendment, as filed with the Department, is substantially identical to what was included in the Proxy Statement.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on April 13, 2023. At the Annual Meeting, the Company’s shareholders considered five proposals. The proposals below are described in the Proxy Statement. The results are as follows:
Proposal 1: Proposed Amendment to the Amended and Restated Articles of Incorporation of the Company
The Amendment received the required vote of 65% of the Company’s issued and outstanding shares and was therefore approved by the Company’s shareholders as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 11,556,358 | | 2,894,310 | | 18,781 | | 2,054,014 |
Proposal 2: Election of Directors
The following members of the Company’s Board of Directors (the “Board”) each received a majority of the votes cast at the Annual Meeting in support of their re-election and therefore were re-elected by the Company’s shareholders:
| Name | | For | | Withheld | | Broker Non-Votes |
| Shahram Askarpour | | 13,980,798 | | 488,651 | | 2,054,014 |
| Roger A. Carolin | | 7,870,550 | | 6,598,899 | | 2,054,014 |
| Glen R. Bressner | | 10,232,070 | | 4,237,379 | | 2,054,014 |
| Stephen L. Belland | | 10,284,422 | | 4,185,027 | | 2,054,014 |
| Parizad Olver (Parchi) | | 10,435,419 | | 4,034,030 | | 2,054,014 |
Mr. Winston J. Churchill did not receive a majority of the votes cast and was therefore not re-elected. There were 5,459,764 votes cast in favor of his re-election, 9,009,685 votes withheld, and 2,054,014 broker non-votes.
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders ratified and approved the appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2023 as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 16,465,038 | | 31,286 | | 27,139 | | 0 |
Proposal 4: Advisory Vote on Executive Compensation (Say-On-Frequency)
Based on the results of the shareholder vote on this proposal, as set forth below, the Board determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers once every three years until the next frequency vote. A frequency vote is required to be held at least once every six years.
| 1 Year | | 2 Years | | 3 Years | | Abstain |
| 4,972,088 | | 59,282 | | 6,925,801 | | 2,512,278 |
Proposal 5: Advisory Vote on Executive Compensation (Say-On-Pay)
The Company’s shareholders approved the resolution with respect to the compensation of the Company’s named executive officers described in the Proxy Statement as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 11,557,883 | | 135,482 | | 2,776,084 | | 2,054,014 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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, thereunto duly authorized.
| | INNOVATIVE SOLUTIONS AND SUPPORT, INC. |
| | |
| | |
| Date: April 17, 2023 | By: | /s/ Michael Linacre |
| | | Michael Linacre |
| | | Chief Financial Officer |
