Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Amendment and Restatement of Equity Incentive Plan



On May 13, 2021, Infrastructure and Energy Alternatives, Inc. (the "Company")
held its 2021 annual meeting of shareholders (the "Annual Meeting"), at which
the Company's shareholders voted to, among other things, approve an amendment
and restatement of the Infrastructure and Energy Alternatives, Inc. 2018 Equity
Incentive Plan, as amended and restated, (the "Equity Incentive Plan") to, among
other things, increase the maximum number of shares of common stock, par value
$0.0001 per share (the "Common Stock") reserved for issuance under the Equity
Incentive Plan to 6,157,765 shares of Common Stock, which reflects an increase
of 2,000,000 shares of Common Stock.

A description of the Equity Incentive Plan is contained on pages 49 - 53 of the
Company's definitive proxy statement (the "Proxy Statement") filed with the
Securities and Exchange Commission ("SEC") on March 26, 2021 and incorporated
herein by reference. The foregoing description of the Equity Incentive Plan, as
amended and restated, does not purport to be complete and is qualified in its
entirety by the full text of the Equity Incentive Plan, as amended and restated,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Employee Stock Purchase Plan



At the Company's Annual Meeting held on May 13, 2021, the Company's shareholders
voted to, among other things, approve the Infrastructure and Energy
Alternatives, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP
provides employees of the Company with an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of Common Stock. The
maximum number of shares of the Company's Common Stock available for purchase
under the ESPP is 700,000.

A description of the ESPP is contained on pages 54 - 57 of the Company's Proxy
Statement filed with the SEC on March 26, 2021 and incorporated herein by
reference. The foregoing description of the ESPP does not purport to be complete
and is qualified in its entirety by the full text of the Infrastructure and
Energy Alternatives, Inc. 2021 Employee Stock Purchase Plan, which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.

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

Voting Results



At the Company's Annual Meeting, a total of 15,686,241 shares of the Company's
Common Stock, representing 68.48% of the total shares of Common Stock
outstanding and eligible to vote as of the record date, were represented in
person or by valid proxies. This percentage constituted a quorum. The final
results for each of the matters submitted to a vote of shareholders at the
Annual Meeting were as follows (capitalized terms used but not defined herein
have the meaning given to such terms in the Proxy Statement:

Proposal 1: Shareholders elected the following nominees to serve as Class I directors by the votes set forth in the table below:


                Nominee             For          Withheld       Broker Non-Votes
         Charles Garner          8,304,523     4,233,988         3,147,730
         Michael Della Rocca    11,111,774     1,426,737         3,147,730

Proposal 2: Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountant for the year ending December 31, 2021 by the votes set forth in the table below:


                          For       Against      Abstain     Broker Non-Votes
                15,551,268     119,866       15,107                 -

Proposal 3: Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers by the votes set forth in the table below:

--------------------------------------------------------------------------------



                         For         Against      Abstain     Broker Non-Votes
               10,756,866     1,722,246       59,399         3,147,730



Proposal 4: As described in Item 5.02 above, shareholders approved an amendment
and restatement of the Equity Incentive Plan by the votes set forth in the table
below:
                       For         Against       Abstain     Broker Non-Votes
              9,216,451     2,382,801       939,259         3,147,730

Proposal 5: As described in Item 5.02 above, shareholders approved the ESPP by the votes set forth in the table below:


                          For       Against      Abstain     Broker Non-Votes
                12,306,867     188,773       42,871         3,147,730

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number              Description
                              Infrastructure and Energy Alternatives, Inc. 2018 Equity Incentive Plan
10.1                        (as amended and restated as of May 13, 2021).
                              Infrastructure and Energy Alternatives, Inc. 2021 Employee Stock
10.2                        Purchase Plan.
                            Cover Page Interactive Data File (embedded within the Inline XBRL
104                         document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses