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IESC > SEC Filings for IESC > Form 8-K on 6-Feb-2013All Recent SEC Filings

Show all filings for INTEGRATED ELECTRICAL SERVICES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTEGRATED ELECTRICAL SERVICES INC


6-Feb-2013

Change in Directors or Principal Officers, Results of Operatio


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.

                 Remarks of James M. Lindstrom, Chairman and Chief Executive
   99.2          Officer, made at the Annual Meeting of Stockholders on February 5,
                 2013.


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