What changed in this filing

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Item 9A. Controls and Procedures

2020-12-07 compared with 2019-12-06 · 42 added, 78 removed, 136 unchanged (47% of the section changed)

26 unchanged sentences

Equity Compensation Plan Information

Plan Category

(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plans approved by security holders 204,501 $ — 928,669 (1)

13 unchanged sentences

“ Financial Statements and Supplementary Data” of this Form 10-K.

Agreement and Plan of Merger effective as of March 13, 2013, by and among Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.), IES Subsidiary Holdings, Inc.

and MISCOR Group, Ltd.

(Attached as part of Annex A to the joint proxy statement/prospectus that is part of Amendment No.

4 to the Company's Registration Statement on Form S-4 filed on August 5, 2013) (the schedules and annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-K)

First Amendment to Agreement and Plan of Merger, dated as of July 10, 2013, by and among Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.), IES Subsidiary Holdings, Inc.

and MISCOR Group, Ltd.

(Attached as part of Annex A to the joint proxy statement/prospectus that is part of Amendment No.

4 to the Company's Registration Statement on Form S-4 filed on August 5, 2013)

Stock Purchase Agreement dated as of June 1, 2016, by and among IES Infrastructure Solutions, LLC, IES Holdings, Inc., Technibus, Inc.

and Technibus, LLC.

(Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 15, 2016)

3.1 — Second Amended and Restated Certificate of Incorporation of IES Holdings, Inc., as amended by the Certificate of Amendment thereto, effective May 24, 2016 (composite).

13 unchanged sentences

and certain of its affiliates (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed December 14, 2012)

Restated Underwriting, Continuing Indemnity and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.) and certain of its subsidiaries and affiliates in favor of Federal Insurance Company.

(Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 17, 2006)

First Amendment, dated as of October 30, 2006, to the Restated Underwriting, Continuing Indemnity, and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 6, 2006)

Third Amendment, dated May 1, 2007, to the Restated Underwriting, Continuing Indemnity and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 12, 2007)

Fourth Amendment to the Restated Underwriting, Continuing Indemnity and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates.(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 12, 2007)

Rider to Add Principal/Indemnitor and Fifth Amendment, dated September 29, 2008, to Restated Underwriting, Continuing Indemnity, and Security Agreement, dated May 12, 2006, by Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.), certain of its subsidiaries and Federal Insurance Company and certain of its affiliates.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 24, 2008)

4.5 — Description of Registrant's Securities (1)

10.6 — Agreement of Indemnity, dated May 7, 2010, by Integrated Electrical Services, Inc.

4 unchanged sentences

(n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania, and any and all of their affiliates, subsidiaries, successors and assigns (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 17, 2012)

Agreement of Indemnity, dated May 7, 2013, by Integrated Electrical Services, Inc.

(n/k/a IES Holdings, Inc.) and certain of its present and future subsidiaries and affiliates and XL Specialty Insurance Company, XL Reinsurance America, Inc.

and Greenwich Insurance Company and their affiliates, subsidiaries, successors and assigns.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 13, 2013)

10.9 — Agreement of Indemnity, September 9, 2016, by IES Holdings, Inc.

5 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 14, 2017)

10.11 — Agreement of Indemnity, dated August 17, 2020, by IES Holdings, Inc.

and certain of its current and future subsidiaries and affiliates and United States Fire Insurance Company and its affiliated, associated and subsidiary companies, successors and assigns (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 20, 2020)

10.12 — Second Amended and Restated Credit and Security Agreement, dated as of April 10, 2017, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association.

17 unchanged sentences

and IES Management ROO, LP (an exhibit to this agreement has been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of the omitted exhibit will be furnished to the SEC upon request.) (1)

A copy of the omitted exhibit will be furnished to the SEC upon request.) (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed December 6, 2019)

10.22 — Board Observer Letter Agreement between Tontine Associates, L.L.C.

24 unchanged sentences

Long-Term Incentive Plan Annual Grant Program (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March, 5, 2019)

Form of Cumulative Income Restricted Stock Award Agreement under the Company’s 2006 Equity Incentive Plan (as of February 9, 2016), dated March 4, 2019 (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

Time-Based Restricted Stock Award Agreement, dated as of March 4, 2019, by and between IES Holdings, Inc.

Matthews, under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

First Stock Price-Based Restricted Stock Award Agreement, dated as of March 4, 2019, by and between IES Holdings, Inc.

Matthews, under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

Second Stock Price-Based Restricted Stock Award Agreement, dated as of March 4, 2019, by and between IES Holdings, Inc.

Matthews, under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016) (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

Employment Agreement between IES Holdings, Inc.

Matthews, dated as of February 28, 2019 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

Transition Agreement and Release between IES Holdings, Inc.

and Robert W.

Lewey, dated as of March 9, 2019 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

Consulting Fee Agreement between IES Holdings, Inc.

and Robert W.

Lewey, dated as of March 9, 2019 (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

*10.38 — Form of IES Holdings, Inc.

Amended and Restated 2006 Equity Incentive Plan Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed February 4, 2020)

*10.39 — Form of IES Holdings, Inc.

Amended and Restated 2006 Equity Incentive Plan Phantom Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q filed February 4, 2020 )

*10.40 — Form of Cumulative Income Restricted Stock Award Agreement under the Company’s 2006 Equity Incentive Plan (as of February 9, 2016) , dated March 4, 2019 (Incorporated by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)

*10.41 — Long-Term Incentive Plan Annual Grant Program (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 6, 2019)

*10.42 — Severance Agreement and General Release between IES Holdings Inc.

Matthews (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 14, 2020)

*10.43 — Compensation Letter between IES Holdings, Inc.

Gendell as Chief Executive Officer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 5 , 2020)

21.1 — Subsidiaries of the Registrant (1)

23.1 — Consent of Ernst & Young LLP (1)

Rule 13a-14(a)/15d-14(a) Certification of Gary S.

Matthews, Chief Executive Officer (1)

31.1 — Rule 13a-14(a)/15d-14(a) Certification of Jeffrey L.

Gendell, Chief Executive Officer (1)

31.2 — Rule 13a-14(a)/15d-14(a) Certification of Tracy A.

McLauchlin, Chief Financial Officer (1)

Section 1350 Certification of Gary S.

Matthews, Chief Executive Officer (2)

32.1 — Section 1350 Certification of Jeffrey L.

Gendell, Chief Executive Officer (2)

32.2 — Section 1350 Certification of Tracy A.

McLauchlin, Chief Financial Officer (2)

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)

Inline XBRL Schema Document (1)

Inline XBRL Label Linkbase Document (1)

Inline XBRL Presentation Linkbase Document (1)

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101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)

101.SCH Inline XBRL Schema Document (1)

101.LAB Inline XBRL Label Linkbase Document (1)

101.PRE Inline XBRL Presentation Linkbase Document (1)

101.DEF Inline XBRL Definition Linkbase Document (1)

101.CAL Inline XBRL Calculation Linkbase Document (1)

104 — Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

4 unchanged sentences

IES HOLDINGS, INC.

Chief Executive Officer and Director

/s/ Jeffrey L.

Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of IES HOLDINGS, INC.

hereby constitutes and appoints Gary S.

Matthews and Tracy A.

hereby constitutes and appoints Jeffrey L.

Gendell and Tracy A.

McLauchlin, and each of them individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file any or all amendments to this report, with any and all exhibits thereto, and all other documents required to be filed therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

December 6, 2019

(Principal Executive Officer)

Signature Title Date

/s/ Jeffrey L.

Gendell Chief Executive Officer and Chairman of the Board December 7, 2020

Gendell (Principal Executive Officer)

Senior Vice President, Chief Financial Officer

and Treasurer

December 6, 2019

(Principal Financial Officer)

and Treasurer December 7, 2020

McLauchlin (Principal Financial Officer)

(Principal Accounting Officer)

December 6, 2019

Cleveland Director December 7, 2020

/ s / Joseph L.

December 6, 2019

Director December 7, 2020

/ s / David B.

December 6, 2019

/ s / Jeffrey L.

Director and Chairman of the Board

December 6, 2019

Director December 7, 2020

/ s / Donald L.

December 6, 2019

Director December 7, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures