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Delaware
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001-13783
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76-0542208
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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| [ ] | 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) |
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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[ ]
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Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Appointment of Joe D. Koshkin
On February 5, 2013, following the 2013 Annual Meeting of Stockholder of Integrated Electrical Services, Inc. (the “Company”), the Board of Directors of the Company approved a temporary increase in the size of the Company’s Board of Directors from five to six members, to be reduced to five members effective upon Charles H. Beynon's departure from the Board, as described below, and the Nominating and Governance Committee recommended, and the Board of Directors approved, the appointment of Joe D. Koshkin to fill the newly-created Board seat.
Mr. Koshkin has been appointed as Chairman of the Board’s Audit Committee and as a member of the Nominating/Governance Committee.
There is no arrangement or understanding between Mr. Koshkin and any other persons pursuant to which Mr. Koshkin was appointed to the Company’s Board of Directors. There are no transactions involving Mr. Koshkin that require disclosure under Item 404(a) of Regulation S-K. Mr. Koshkin is not a party to any plan, contract or arrangement with the Company and will receive the standard compensation received by the Company’s current non-employee directors, as described in the Company’s Proxy Statement dated December 28, 2012.
Resignation of Charles H. Beynon
On February 5, 2013, Charles H. Beynon notified the Board of Directors of the Company of his intention to resign from the Board of Directors, effective as of March 7, 2013.
A copy of the press release announcing Mr. Koshkin’s appointment to the Company’s Board of Directors and Mr. Beynon’s resignation is attached hereto as Exhibit 99.1.
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Item 5.07.
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Results of Operations and Financial Condition.
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On February 5, 2013, the Company held its 2013 Annual Stockholders Meeting. At the Annual Meeting, the stockholders elected all of the Company’s nominees for director and ratified the appointment of Ernst & Young LLP as the Company’s certified public accountants for the fiscal year ending September 30, 2013.
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| (1) | Proposal One: Election of Directors to serve until the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified (or until their earlier death, resignation or removal). Each director was elected as follows: |
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NAME
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FOR
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WITHHELD
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01 -
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Charles H. Beynon
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11,539,448
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1,184,467
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02 -
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Joseph L. Dowling III
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11,538,414
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1,185,501
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03 -
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David B. Gendell
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11,530,034
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1,193,881
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04 -
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James M. Lindstrom
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11,571,514
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1,152,401
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05 -
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Donald L. Luke
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11,571,514
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1,152,401
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| (2) |
Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company's certified public accountants was approved as follows:
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14,386,290
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14,635
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221
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– 0 –
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|||
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FOR
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AGAINST
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ABSTAIN
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NON VOTE
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Item 7.01.
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Regulation FD Disclosure.
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On February 5, 2013, at the Company’s 2013 Annual Meeting of Stockholders, James M. Lindstrom, Chairman and Chief Executive Officer, made certain remarks, a copy of which is being furnished herewith to provide broad disclosure.
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Item 9.01.
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Financial Statements and Exhibits.
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| (d) | Exhibits. | |
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 6, 2013. | |
| 99.2 |
Remarks of James M. Lindstrom, Chairman and Chief Executive Officer, made at the Annual Meeting of Stockholders on February 5, 2013.
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| INTEGRATED ELECTRICAL SERVICES, INC. | |
| Date: February 6, 2013 | /s/ Gail M. Makode |
| Gail M. Makode | |
| Senior Vice President and General Counsel |
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 6, 2013. | |
| 99.2 |
Remarks of James M. Lindstrom, Chairman and Chief Executive Officer, made at the Annual Meeting of Stockholders on February 5, 2013.
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