UNITED STATES
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): | ||||||||
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (713 ) 860-1500
Check the appropriate box below if the From 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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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 April 16, 2021, the Board of Directors of IES Holdings, Inc. (the “Company”) elected Elizabeth D. Leykum as a director of the Company and appointed her to the Audit Committee of the Board. Ms. Leykum, 42, has served as founder of Serenade Capital LLC, an investment firm, since May 2016. Prior to founding Serenade Capital, from October 2013 to April 2016, she served as a founding principal of HEG Capital LLC, an investment advisory firm, and worked in investment management for ESL Investments, Inc. for over a decade. Since April 2014, Ms. Leykum has served on the Board of Directors of Lands’ End, Inc., where she was previously Chairman of the Board and currently serves as chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. She also previously served as a director of Sears Hometown and Outlet Stores, Inc. from October 2012 to May 2014. Ms. Leykum currently serves as a trustee of The Kinkaid School and Houston Ballet.
There are no arrangements or understandings between Ms. Leykum and any other persons pursuant to which Ms. Leykum was selected as a director, and there are no transactions in which Ms. Leykum has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On April 16, 2021, the Board of Directors of the Company also appointed Alison M. Petersen as Vice President and Chief Accounting Officer, and principal accounting officer, of the Company, effective April 16, 2021. Prior to such appointment, Tracy A. McLauchlin, Senior Vice President, Chief Financial Officer and Treasurer, served as the Company's principal accounting officer. Ms. McLauchlin will continue to serve as the principal financial officer of the Company.
Ms. Petersen, 43, joined the Company in 2009, and served most recently as Vice President and Controller, a position she has held since 2013. Ms. Petersen is a Certified Public Accountant.
There are no arrangements or understandings between Ms. Petersen and any other persons pursuant to which Ms. Petersen was selected as an officer, and there is no family relationship between Ms. Petersen and any of the Company’s directors or other executive officers. There are no transactions in which Ms. Petersen has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On April 19, 2021 the Company issued a press release announcing Ms. Leykum’s appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
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 | ||||
| 99.1 — | |||||
| 104 — | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| IES HOLDINGS, INC. | ||||||||
| Date: | April 19, 2021 | /s/ Mary K. Newman | ||||||
| Mary K. Newman | ||||||||
| General Counsel and Corporate Secretary | ||||||||
Exhibit 99.1
Contact: Tracy McLauchlin, CFO
IES Holdings, Inc.
713-860-1500
FOR IMMEDIATE RELEASE
IES Holdings Appoints Elizabeth D. Leykum to its Board of Directors
HOUSTON — April 19, 2021 — IES Holdings, Inc. (or “IES” or the “Company”) (NASDAQ: IESC) today announced the appointment of Elizabeth D. Leykum to its Board of Directors.
“We are pleased to welcome Elizabeth to our Board,” said Jeff Gendell, IES’s Chairman and CEO. “Her significant experience in corporate governance, finance and investment management will complement the skill sets of our current directors, and we look forward to adding her perspective to the Board.”
Ms. Leykum brings over 20 years of investment and financial management experience to IES. She has served as founder of Serenade Capital LLC, an investment firm, since May 2016. Prior to founding Serenade Capital, she was a founding principal of HEG Capital LLC, an investment advisory firm, and worked in investment management for ESL Investments for over a decade. Ms. Leykum has served on the board of Lands’ End, Inc. (NASDAQ: LE) since April 2014, where she is chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. In addition, she is a trustee of Houston Ballet and The Kinkaid School. Ms. Leykum graduated from Harvard College with an A.B. in Economics and received an M.B.A. from Harvard Business School.
About IES Holdings, Inc.
IES is a holding company that owns and manages operating subsidiaries that design and install integrated electrical and technology systems and provide infrastructure products and services to a variety of end markets, including data centers, residential housing, and commercial and industrial facilities. Our more than 5,000 employees serve clients in the United States. For more information about IES, please visit www.ies-co.com.
Certain statements in this release may be deemed "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases,
you can identify forward-looking statements by terminology such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "seek," "estimate," "predict," "potential," "pursue," "target," "continue," the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company's actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to, the impact of the COVID-19 outbreak or future epidemics on our business, including the potential for job site closures or work stoppages, supply chain disruptions, construction delays, reduced demand for our services, or our ability to collect from our customers; the ability of our controlling shareholder to take action not aligned with other shareholders; the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a change in the federal tax rate; the potential recognition of valuation allowances or write-downs on deferred tax assets; the inability to carry out plans and strategies as expected, including our inability to identify and complete acquisitions that meet our investment criteria in furtherance of our corporate strategy, or the subsequent underperformance of those acquisitions; competition in the industries in which we operate, both from third parties and former employees, which could result in the loss of one or more customers or lead to lower margins on new projects; fluctuations in operating activity due to downturns in levels of construction or the housing market, seasonality and differing regional economic conditions; and our ability to successfully manage projects, as well as other risk factors discussed in this document, in the Company's annual report on Form 10-K for the year ended September 30, 2020 and in the Company’s other reports on file with the SEC. You should understand that such risk factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. The Company undertakes no obligation to publicly update or revise any information, including information concerning its controlling shareholder, net operating losses, borrowing availability, or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this release.
Forward-looking statements are provided in this press release pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties, and risks described herein.
General information about IES Holdings, Inc. can be found at http://www.ies-co.com under "Investor Relations." The Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through the Company's website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
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