UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors
On May 16, 2024, Major General Garry C. Dean joined the Board of Directors (the “Board”) of Innovative Solutions and Support, Inc. (the “Company”) as an independent director for a term until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified or until his earlier death, disqualification, resignation or removal.
Maj. General Dean retired as the Director of the National Guard Bureau (NGB) Joint Staff in the Pentagon, supporting Army and Air National Guard policy, missions and operations in the 54 US states, territories, and the District of Columbia. A graduate of the US Air Force Academy and a former F-15 pilot, Maj. General Dean had a distinguished military career including commanding and leading a combat deployment of the 142 Fighter Wing in Portland Oregon. Maj. General Dean is rated as a command pilot and has over 4,000 flight hours in the T-37, T-38 and F-15 airframes. Maj. General Dean currently serves President of Peduzzi Associates, Ltd., Senior Advisor to Vita Inclinata Technologies, and Vice-Chair of the Community Oversight Board of the Arlington County Police, Virginia.
There are no family relationships between Maj. General Dean and any director or executive officer of the Company, and Maj. General Dean does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Maj. General Dean has not entered into, and no grant or award has been made to, Maj. General Dean under any material plan, contract or arrangement of the Company in connection with his appointment.
Maj. General Dean will participate in the standard non-employee director compensation arrangements established by the Company, as described under the section entitled “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 5, 2024.
Item 8.01 Other Events.
On May 16, 2024, the Company issued a press release announcing the appointment of Maj. General Dean as director. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| 99.1 | Press Release, dated May 16, 2024. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. |
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: May 16, 2024 | By: | /s/ Jeffrey DiGiovanni |
| Jeffrey DiGiovanni | ||
| Chief Financial Officer | ||