13 unchanged sentences
Based on this assessment, our management determined that our disclosure controls and procedures were effective as of September 30, 2021.
+Added: In conducting management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting, we have excluded Bayonet Plumbing, Heating & Air Conditioning, LLC, Edmonson Electric, LLC, K.E.P.
+Added: Electric, Inc., and Wedlake Fabricating, Inc.
+Added: because they were acquired during the year ended September 30, 2021.
+Added: Excluding goodwill and intangible assets, these operations accounted for 11 percent of our total assets at September 30, 2021, and 12 percent of our consolidated revenues for the year then ended.
Ernst & Young LLP, an independent registered public accounting firm that has audited the Company’s financial statements as of and for the three-year period ended September 30, 2021 , has issued a report on their audit of management’s internal control over financial reporting, which is included herein.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required to be included Item 10 of Part III of this Annual Report on Form 10-K is incorporated by reference from the section entitled "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K and the sections entitled “Security Ownership of Certain Beneficial Owners and Management,” “Report of the Audit Committee” and “Election of Directors” in the Company’s definitive Proxy Statement for its 2021 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC no later than January 28, 2021.
+Added: The information required to be included in Item 10 of Part III of this Annual Report on Form 10-K is incorporated by reference from the section entitled "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K and the sections entitled “Security Ownership of Certain Beneficial Owners and Management,” “Report of the Audit Committee” and “Election of Directors” in the Company’s definitive Proxy Statement for its 2022 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC no later than January 28, 2022.
Executive Compensation
26 unchanged sentences
3.2 — Certificate of Designations of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 28, 2013)
−Removed: 3.3 — Amended and Restated Bylaws of IES Holdings, Inc., effective November 6, 2019 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 8, 2019)
+Added: 3.3 — Certificate of Elimination of Series A Junior Participating Preferred Stock of IES Holdings, Inc., as filed with the Secretary of State of the State of Delaware on May 24, 2021 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 24, 2021 )
+Added: 3.4 — Amended and Restated Bylaws of IES Holdings, Inc., effective April 28, 2021 (Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on April 30, 2021)
4.1 — Specimen common stock certificate.
(Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed December 9, 2016)
−Removed: 4.2 — Tax Benefit Protection Plan Agreement by and between IES Holdings, Inc.
−Removed: and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 8, 2016, including the form of Rights Certificate and Summary of Stockholder Rights Plan attached thereto as Exhibits A and B, respectively (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 9, 2016)
4.2 — Registration Rights Agreement, dated May 12, 2006, by and among Integrated Electrical Services, Inc.
31 unchanged sentences
10.11 — Fifth Amendment to Second Amended and Restated Credit and Security Agreement, dated as of September 6, 2019, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 9, 2019)
+Added: 10.12 — Joinder, Limited Consent and Sixth Amendment to Second Amended and Restated Credit and Security Agreement, dated as of December 21, 2020, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association (1)
+Added: 10.13 — Seventh Amendment to Second Amended and Restated Credit and Security Agreement, dated March 15, 2021 and effective retroactive to December 21, 2020, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank, National Association (1)
+Added: 10.14 — Joinder, Limited Consent and Eighth Amendment to Second Amended and Restated Credit and Security Agreement, dated as of May 18, 2021, by and among IES Holdings, Inc., each of the other Borrowers and Guarantors named therein and Wells Fargo Bank National Association (1)
+Added: 10.15 — Amendment No.
+Added: 9 and Joinder to Second Amended and Restated Credit and Security Agreement, dated December 2 , 2021 , by and among IES Holdings, Inc., each of the other Borrower s and Guarantor s named therein and Wells Fargo Bank, National Association (1)
10.16 — Sublease Agreement between Tontine Associates, L.L.C.
27 unchanged sentences
(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 23, 2009)
−Removed: *10.34 — Amended and Restated Integrated Electrical Services, Inc.
−Removed: (n/k/a IES Holdings, Inc.) Executive Severance Benefit Plan, effective January 12, 2016 (Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K filed December 9, 2016)
+Added: *10.32 — IES Holdings, Inc.
+Added: Executive Severance Benefit Plan, effective April 29, 2021 (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed April 30, 2021)
*10.33 — Form of Phantom Stock Unit Award under the Company’s Amended and Restated 2006 Equity Incentive Plan (as of February 9, 2016), dated February 6, 2019 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)
6 unchanged sentences
*10.37 — Form of IES Holdings, Inc.
−Removed: Amended and Restated 2006 Equity Incentive Plan Phantom Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.
−Removed: 3 to the Company’s Quarterly Report on Form 10-Q filed February 4, 2020 )
−Removed: *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.
−Removed: 5 to the Company’s Quarterly Report on Form 10-Q filed May 6, 2019)
+Added: 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)
+Added: *10.38 — 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)
*10.39 — 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)
−Removed: *10.42 — Severance Agreement and General Release between IES Holdings Inc.
−Removed: Matthews (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 14, 2020)
*10.40 — Compensation Letter between IES Holdings, Inc.
37 unchanged sentences
McLauchlin (Principal Financial Officer)
−Removed: (Principal Accounting Officer)
+Added: /s/ Alison M.
+Added: Petersen Vice President, Chief Accounting Officer December 3, 2021
+Added: Petersen (Principal Accounting Officer)
Cleveland Director December 3, 2021
4 unchanged sentences
Director December 3, 2021
−Removed: / s / Donald L.
+Added: / s / Elizabeth D.
Director December 3, 2021
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.