Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Amendment and Restatement of Equity Incentive Plan
OnMay 13, 2021 ,Infrastructure and Energy Alternatives, Inc. (the "Company") held its 2021 annual meeting of shareholders (the "Annual Meeting"), at which the Company's shareholders voted to, among other things, approve an amendment and restatement of theInfrastructure and Energy Alternatives, Inc. 2018 Equity Incentive Plan, as amended and restated, (the "Equity Incentive Plan") to, among other things, increase the maximum number of shares of common stock, par value$0.0001 per share (the "Common Stock") reserved for issuance under the Equity Incentive Plan to 6,157,765 shares of Common Stock, which reflects an increase of 2,000,000 shares of Common Stock. A description of the Equity Incentive Plan is contained on pages 49 - 53 of the Company's definitive proxy statement (the "Proxy Statement") filed with theSecurities and Exchange Commission ("SEC") onMarch 26, 2021 and incorporated herein by reference. The foregoing description of the Equity Incentive Plan, as amended and restated, does not purport to be complete and is qualified in its entirety by the full text of the Equity Incentive Plan, as amended and restated, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Employee Stock Purchase Plan
At the Company's Annual Meeting held onMay 13, 2021 , the Company's shareholders voted to, among other things, approve theInfrastructure and Energy Alternatives, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP provides employees of the Company with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The maximum number of shares of the Company's Common Stock available for purchase under the ESPP is 700,000. A description of the ESPP is contained on pages 54 - 57 of the Company's Proxy Statement filed with theSEC onMarch 26, 2021 and incorporated herein by reference. The foregoing description of the ESPP does not purport to be complete and is qualified in its entirety by the full text of theInfrastructure and Energy Alternatives, Inc. 2021 Employee Stock Purchase Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Voting Results
At the Company's Annual Meeting, a total of 15,686,241 shares of the Company's Common Stock, representing 68.48% of the total shares of Common Stock outstanding and eligible to vote as of the record date, were represented in person or by valid proxies. This percentage constituted a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows (capitalized terms used but not defined herein have the meaning given to such terms in the Proxy Statement:
Proposal 1: Shareholders elected the following nominees to serve as Class I directors by the votes set forth in the table below:
Nominee For Withheld Broker Non-Votes Charles Garner 8,304,523 4,233,988 3,147,730 Michael Della Rocca 11,111,774 1,426,737 3,147,730
Proposal 2: Shareholders ratified the appointment of
For Against Abstain Broker Non-Votes 15,551,268 119,866 15,107 -
Proposal 3: Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers by the votes set forth in the table below:
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For Against Abstain Broker Non-Votes 10,756,866 1,722,246 59,399 3,147,730 Proposal 4: As described in Item 5.02 above, shareholders approved an amendment and restatement of the Equity Incentive Plan by the votes set forth in the table below: For Against Abstain Broker Non-Votes 9,216,451 2,382,801 939,259 3,147,730
Proposal 5: As described in Item 5.02 above, shareholders approved the ESPP by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 12,306,867 188,773 42,871 3,147,730
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number DescriptionInfrastructure and Energy Alternatives, Inc. 2018 Equity Incentive Plan 10.1 (as amended and restated as ofMay 13, 2021 ).Infrastructure and Energy Alternatives, Inc. 2021 Employee Stock 10.2 Purchase Plan. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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