Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On April 17, 2023, following the approval of a proposed amendment to the Amended and Restated Articles of Incorporation (the "Charter") of Innovative Solutions and Support, Inc. (the "Company") by the Company's shareholders at the Company's 2023 Annual Meeting of Shareholders (the "Annual Meeting"), as further described in the Company's Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on February 24, 2023 (such amendment, the "Amendment" and such Proxy Statement, the "Proxy Statement"), the Company filed Articles of Amendment with the Department of State of the Commonwealth of Pennsylvania (the "Department") in order to give effect to the Amendment.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as Exhibit 3.3 to this report and incorporated herein by reference. The text of the Amendment, as filed with the Department, is substantially identical to what was included in the Proxy Statement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on April 13, 2023. At the Annual Meeting, the Company's shareholders considered five proposals. The proposals below are described in the Proxy Statement. The results are as follows:

Proposal 1: Proposed Amendment to the Amended and Restated Articles of Incorporation of the Company

The Amendment received the required vote of 65% of the Company's issued and outstanding shares and was therefore approved by the Company's shareholders as follows:

For Against Abstain Broker Non-Votes 11,556,358 2,894,310 18,781 2,054,014

Proposal 2: Election of Directors

The following members of the Company's Board of Directors (the "Board") each received a majority of the votes cast at the Annual Meeting in support of their re-election and therefore were re-elected by the Company's shareholders:





Name                        For       Withheld    Broker Non-Votes
Shahram Askarpour        13,980,798    488,651       2,054,014
Roger A. Carolin         7,870,550    6,598,899      2,054,014
Glen R. Bressner         10,232,070   4,237,379      2,054,014
Stephen L. Belland       10,284,422   4,185,027      2,054,014
Parizad Olver (Parchi)   10,435,419   4,034,030      2,054,014

Mr. Winston J. Churchill did not receive a majority of the votes cast and was therefore not re-elected. There were 5,459,764 votes cast in favor of his re-election, 9,009,685 votes withheld, and 2,054,014 broker non-votes.

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's shareholders ratified and approved the appointment of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2023 as follows:





   For       Against   Abstain   Broker Non-Votes
16,465,038   31,286    27,139           0

Proposal 4: Advisory Vote on Executive Compensation (Say-On-Frequency)

Based on the results of the shareholder vote on this proposal, as set forth below, the Board determined to hold a non-binding advisory vote on the compensation of the Company's named executive officers once every three years until the next frequency vote. A frequency vote is required to be held at least once every six years.





 1 Year     2 Years    3 Years     Abstain
4,972,088   59,282    6,925,801   2,512,278

Proposal 5: Advisory Vote on Executive Compensation (Say-On-Pay)

The Company's shareholders approved the resolution with respect to the compensation of the Company's named executive officers described in the Proxy Statement as follows:





   For       Against    Abstain    Broker Non-Votes
11,557,883   135,482   2,776,084      2,054,014

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit Number   Description

  3.3              Articles of Amendment, filed April 17, 2023, to the Articles
                 of Incorporation of IS&S.
104              Cover page interactive data file (formatted as Inline XBRL)

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