Item 2.02 Results of Operations and Financial Condition.
On December 3, 2021, IES Holdings, Inc. (the "Company") issued a press release
announcing its results of operations for the fiscal 2021 fourth quarter. A copy
of the press release is furnished with this report as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Officer Appointment
On December 3, 2021, the Company announced the appointment of Matthew J. Simmes,
46, as Chief Operating Officer of the Company, effective as of December 3, 2021.
Mr. Simmes has spent 28 years at IES and its predecessors in a variety of roles.
Prior to becoming President of IES Communications in January 2017, he was the
segment's Vice President of Operations from March 2007 to December 2016 and
branch manager of its Arizona operations from 2003 to 2006.
On December 3, 2021, the Company entered into a letter agreement (the "Letter
Agreement"), which is attached hereto as Exhibit 10.1 and incorporated herein by
reference, with Mr. Simmes to memorialize the terms of his continued employment
with the Company. The Human Resources and Compensation Committee (the
"Compensation Committee") of the Company's Board of Directors approved the terms
of Mr. Simmes' compensation for the fiscal year ending September 30, 2022
("Fiscal Year 2022"), as set forth in the Letter Agreement.
In accordance with the Letter Agreement, Mr. Simmes will receive a base salary
at an annual rate of $600,000 and will be eligible to participate in certain of
the Company's benefit plans, including the Company's Second Amended and Restated
Executive Officer Severance Benefit Plan. Mr. Simmes will also be eligible to
receive an annual short-term incentive award under the Company's Short-Term
Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed March 5, 2019 and incorporated by reference
herein, the "STIP"). For Fiscal Year 2022, Mr. Simmes' target STIP award, which
is based, in part, on Company performance and, in part, on achievement of
individual goals, is set at 100% of his base salary, pro-rated to reflect 10
months of employment as Chief Operating Officer during fiscal year 2022, and the
STIP award paid out shall be no less than 100% of his target STIP award, with a
maximum possible payout of approximately 167% of his target STIP award.
In accordance with the Letter Agreement, Mr. Simmes was also granted a long-term
incentive award pursuant to the Company's Long-Term Incentive Plan Annual Grant
Program, as amended and restated effective as of December 4, 2019 (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
December 6, 2019 and incorporated by reference herein, the "LTIP"). For Fiscal
Year 2022, Mr. Simmes' LTIP award comprises performance-based and time-based
phantom stock units with a fair value on December 3, 2021, the date of grant, of
$600,000 and scheduled to vest in mid-December 2024, pursuant to the Form of
IES Holdings, Inc. Amended and Restated 2006 Equity Incentive Plan Phantom Stock
Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q filed February 4, 2020 and incorporated by
reference herein) .
Pursuant to the Letter Agreement, Mr. Simmes also received a sign-on equity
incentive award of 50,000 phantom stock units, subject to certain vesting
conditions, pursuant to an award agreement, which is attached hereto as Exhibit
10.2 and incorporated herein by reference.
There are no arrangements or understandings between Mr. Simmes and any other
person pursuant to which he was selected to serve as Chief Operating Officer of
the Company.
CEO Compensation
On December 1, 2021, the Compensation Committee approved the payment to Mr.
Jeffrey L. Gendell, Chairman and CEO of the Company, of a special bonus of
$300,000 in recognition of Mr. Gendell's performance as CEO during the fiscal
year ended September 30, 2021. The Committee also approved a grant of 50,000
phantom stock units, subject to certain vesting conditions, pursuant to an award
agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On December 3, 2021, the Company issued a press release announcing the officer
appointment described under Item 5.02 above. The press release is furnished
herewith as Exhibit 99.2.
On December 3, 2021, the Company posted to its website, www.ies-co.com, under
the Investor Relations section, a presentation with the title "IES Holdings,
Inc.-Fourth Quarter 2021 Update." The presentation will remain on the Company's
website for a period of at least thirty days.
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The information set forth herein is furnished pursuant to Item 7.01-Regulation
FD Disclosure and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of such section nor shall the information be deemed incorporated by
reference in any filing of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 - Letter Agreement dated December 3, 2021
10.2 - Phantom Stock Unit Award Agreement dated as of December 3, 2021, by and
between the Company and Matthew Simmes
10.3 - Phantom Stock Unit Award Agreement dated as of December 1, 2021, by and
between the Company and Jeffrey Gendell
99.1 - Press release dated December 3, 2021 announcing results of operations.
99.2 - Press release dated December 3, 2021 announcing the officer
appointment
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
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IES HOLDINGS, INC. 
