On August 13, 2012, Integrated Electrical Services, Inc. (the "Company") issued a press release announcing its results of operations for the fiscal 2012 third quarter, a copy of which is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

Item 5.05. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 9, 2012, the Human Resources and Compensation Committee (the "Committee") of the Board of Directors of the Company approved the grant of phantom stock units ("PSUs") pursuant to the Company's 2006 Equity Incentive Plan, as amended and restated (the "Plan") to Chief Executive Officer and President James M. Lindstrom, Senior Vice President and Chief Financial Officer Robert W. Lewey and two others. The Committee granted a target amount of 50,000 and 25,000 PSUs to Messrs. Lindstrom and Lewey, respectively, and an aggregate target amount of 15,000 PSUs to two others. These awards are subject to attainment by the Company of a target cash and cash equivalents (including restricted cash) balance at fiscal year-end 2012 of $20,000,000. Failure to meet the target amount of $20,000,000, but attainment of a cash and cash equivalents (including restricted cash) balance of $15,000,000 would result in 50% payment of the PSUs, and failure to attain a cash and cash equivalents (including restricted cash) balance of $15,000,000 would result in no payment. Payment of the PSUs would be in the form of an equal amount of shares of the Company's Common Stock to be vested and delivered on December 6, 2012.

The foregoing description of the award is qualified in its entirety by reference to the award which is incorporated by reference and attached hereto as Exhibit 10.1

(d) Exhibits.

Exhibit No.     Description
   99.1         Press release dated August 13, 2012.
   10.1         Form of Phantom Stock Unit Award