Item 2.02. Results of Operations and Financial Condition
The information contained in Item 7.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 5, 2021, the board of directors (the "Board") of Infrastructure and
Energy Alternatives Inc. (the "Company"), based on the recommendation of the
Company's Corporate Governance and Nominating Committee, elected Theodore
Bunting, Jr. to serve as a Class I member of the Board, with the appointment
being effective immediately after the Company's annual meeting of its
shareholders to be held on May 13, 2021. Mr. Bunting will serve until the 2024
annual meeting of shareholders, or until his successor is elected and qualified
or his earlier death, resignation, removal or retirement. The Board expects to
appoint Mr. Bunting to one or more committees of the Board at a later date. The
Company will file an amendment to this Current Report on Form 8-K to report any
such appointment within four business days after the information is determined
or becomes available.
There are no arrangements or understandings between Mr. Bunting and any other
persons pursuant to which Mr. Bunting was elected to serve as a director. The
Company has determined that neither Mr. Bunting nor any of his immediate family
members, has or had a direct or indirect material interest in any transaction in
which the Company or any of the Company's subsidiaries was or is a participant,
that would be required to be disclosed under Item 404(a) of Regulation S-K. As a
non-employee director, Mr. Bunting will participate in the non-employee director
compensation arrangements described in the Company's definitive proxy statement
filed with the Securities and Exchange Commission (the "SEC") on March 26, 2021.
The Company has entered into a standard director indemnity agreement with Mr.
Bunting, a form of which was filed as Exhibit 10.8 to the Company's Amendment
No. 1 to Form S-1 filed with the SEC on May 2, 2016.
A copy of the Company's press release announcing the appointment of Mr. Bunting
is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure
On May 10, 2021, the Company announced its financial results for the quarter
ended March 31, 2021, and the Company increased the lower end of its revenue
guidance and reiterated adjusted EBITDA guidance for the year ending December
31, 2021. A copy of the Company's earnings press release is furnished as Exhibit
99.1, to this Current Report on Form 8-K and incorporated by reference in this
Item 7.01. The information contained in Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed "filed" with the SEC nor
incorporated by reference in any registration statement filed by the Company
under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press release dated as of May 10, 2021.
Press release dated as of May 10, 2021 for Theodore Bunting Jr.
99.2 joining the Board.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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