UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 2, 2020, IES Holdings, Inc., a Delaware corporation (the “Company”) entered into an amended and restated letter agreement (the “Letter Agreement”) with Jeffrey L. Gendell, to memorialize Mr. Gendell’s appointment, effective October 1, 2020, as Chief Executive Officer of the Company. Mr. Gendell has served as the Company’s Interim Chief Executive Officer since July 31, 2020, which appointment was described under Item 5.02 of the Company’s Current Report on Form 8-K filed on August 3, 2020, which is incorporated herein by reference. Mr. Gendell will also continue as Chairman of the Board.
As described in the Letter Agreement, upon accepting his permanent position with the Company, Mr. Gendell’s monthly base salary was increased to $62,500 and he received a one-time grant of 100,000 phantom stock units of the Company, subject to certain vesting conditions. Mr. Gendell will be eligible to participate in certain of the Company’s benefit plans, but will not be entitled to any fees or other compensation for his services as a director or the Chairman of the Company’s Board of Directors. Mr. Gendell will be eligible for 12 months of COBRA payments by the Company in the event that his employment ends under certain circumstances but he will not otherwise participate in the Amended and Restated Executive Officer Severance Benefit Plan.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 5, 2020, the Company issued a press release announcing Mr. Gendell’s appointment as Chief Executive Officer of the Company. The press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | ||
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| IES HOLDINGS, INC. | ||||||
| Date: October 5, 2020 |
/s/ Mary K. Newman | |||||
| Mary K. Newman | ||||||
| General Counsel & Corporate Secretary | ||||||