Edgar Filing: IES Holdings, Inc.

IES HOLDINGS, INC.

Date: March 14, 2019

/s/ Gail D. Makode

Gail D. Makode

Senior Vice President and General Counsel

Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2019

IES Holdings, Inc.

(Exact name of registrant as specified in Charter)

Delaware

001-13783

76-0542208

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

5433 Westheimer Road, Suite 500, Houston, Texas 77056

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 860-1500

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 (see General Instruction A.2. below):

☐	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))

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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2019, IES Holdings, Inc., a Delaware corporation (the “Company”) announced that Mr. Robert W. Lewey stepped down as President and resigned as a Director of the Company, effective March 4, 2019, and intends to assume a senior management role within the Company’s Residential Division. In connection with this transition, on March 9, 2019, the Company entered into a Transition Agreement and Release with Mr. Lewey, pursuant to which Mr. Lewey will receive certain payments and benefits pursuant to the Company’s Amended And Restated Executive Officer Severance Benefit Plan. The Company has also entered into a Consulting Fee Agreement with Mr. Lewey, dated March 9, 2019, pursuant to which Mr. Lewey has agreed to provide transition consulting services to the Company for a period of three months in exchange for a consulting fee in the aggregate amount of $60,000.

SIGNATURES

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 hereunto duly authorized.