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EX-99.2 - INTEGRATED ELECTRICAL SERVICES INCies_chairmansaddress.htm
EX-99.1 - INTEGRATED ELECTRICAL SERVICES INCiespr_newdir-koshkin.htm


 

 
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):  February 5, 2013
 
 
Integrated Electrical Services, Inc.
(Exact name of registrant as specified in Charter)

 
 
Delaware
001-13783
76-0542208
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 
 
5433 Westheimer Road, Suite 500
Houston, Texas  77056
(Address of Principal Executive Offices)
 
 
 
 
Registrant's telephone number, including area code:  (713) 860-1500
 
 
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))
 
 
 
 
 
 

 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
Appointment of Joe D. Koshkin
 
On February 5, 2013, following the 2013 Annual Meeting of Stockholder of Integrated Electrical Services, Inc. (the “Company”), the Board of Directors of the Company approved a temporary increase in the size of the Company’s Board of Directors from five to six members, to be reduced to five members effective upon Charles H. Beynon's departure from the Board, as described below, and the Nominating and Governance Committee recommended, and the Board of Directors approved, the appointment of Joe D. Koshkin to fill the newly-created Board seat.
 
Mr. Koshkin has been appointed as Chairman of the Board’s Audit Committee and as a member of the Nominating/Governance Committee.
 
There is no arrangement or understanding between Mr. Koshkin and any other persons pursuant to which Mr. Koshkin was appointed to the Company’s Board of Directors.  There are no transactions involving Mr. Koshkin that require disclosure under Item 404(a) of Regulation S-K. Mr. Koshkin is not a party to any plan, contract or arrangement with the Company and will receive the standard compensation received by the Company’s current non-employee directors, as described in the Company’s Proxy Statement dated December 28, 2012.
 
Resignation of Charles H. Beynon
 
On February 5, 2013, Charles H. Beynon notified the Board of Directors of the Company of his intention to resign from the Board of Directors, effective as of March 7, 2013.
 
A copy of the press release announcing Mr. Koshkin’s appointment to the Company’s Board of Directors and Mr. Beynon’s resignation is attached hereto as Exhibit 99.1.
 
 
 
Item 5.07.
Results of Operations and Financial Condition.
   
 
On February 5, 2013, the Company held its 2013 Annual Stockholders Meeting.  At the Annual Meeting, the stockholders elected all of the Company’s nominees for director and ratified the appointment of Ernst & Young LLP as the Company’s certified public accountants for the fiscal year ending September 30, 2013.    
 
  (1) Proposal One:  Election of Directors to serve until the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified (or until their earlier death, resignation or removal).  Each director was elected as follows:
 
 
NAME
 
FOR
 
WITHHELD
           
01 -
  Charles H. Beynon
 
11,539,448
 
1,184,467
           
02 -
  Joseph L. Dowling III
 
11,538,414
 
1,185,501
           
03 -
  David B. Gendell
 
11,530,034
 
1,193,881
           
04 -
  James M. Lindstrom
 
11,571,514
 
1,152,401
           
05 -
  Donald L. Luke
 
11,571,514
 
1,152,401
           
 
  (2)
Proposal Two:  Ratification of the appointment of Ernst & Young LLP as the Company's certified public accountants was approved as follows:
.
 
14,386,290
 
14,635
 
221
 
– 0 –
FOR
 
AGAINST
 
ABSTAIN
 
NON VOTE
 
 
Item 7.01.
Regulation FD Disclosure.
   
 
On February 5, 2013, at the Company’s 2013 Annual Meeting of Stockholders, James M. Lindstrom, Chairman and Chief Executive Officer, made certain remarks, a copy of which is being furnished herewith to provide broad disclosure.
 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
  (d) Exhibits.
     
Exhibit No.   Description 
     
99.1   Press Release dated February 6, 2013.
     
 99.2   
Remarks of James M. Lindstrom, Chairman and Chief Executive Officer, made at the Annual Meeting of Stockholders on February 5, 2013.
 
 
 
 

 
 
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 thereunto duly authorized.
 
   INTEGRATED ELECTRICAL SERVICES, INC.
   
   
 Date:  February 6, 2013     /s/ Gail M. Makode                                    
     Gail M. Makode
     Senior Vice President and General Counsel
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit No.   Description 
     
99.1   Press Release dated February 6, 2013.
     
99.2  
Remarks of James M. Lindstrom, Chairman and Chief Executive Officer, made at the Annual Meeting of Stockholders on February 5, 2013.