UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  April 13, 2017

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

 

(610) 646-9800

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07              Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders (the “Annual Meeting”) of Innovative Solutions and Support, Inc. (the “Company”) was held on April 13, 2017.  At the Annual Meeting, the Company’s shareholders approved four proposals.  The proposals below are described in the Company’s definitive proxy statement, dated January 27, 2017, for the Annual Meeting. The results are as follows:

 

Proposal 1: Election of One Class I Director and Two Class II Directors to the Board of Directors

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Class I Director
Roger A. Carolin		6,075,698		316,453		7,106,499
Class II Directors
Robert E. Mittelstaedt, Jr.		6,062,364		329,787		7,106,499
Glen R. Bressner		6,063,384		328,767		7,106,499

 

Proposal 2:  Non-Binding Advisory Vote on the Frequency of the Advisory Vote on Compensation of the Company’s Named Executive Officers

 

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
2,826,400		111,870		3,434,904		0		7,125,476

 

Based on these results, the Company’s Board of Directors determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers once every three years until the next frequency vote.  A frequency vote is required to be held at least once every six years.

 

Proposal 3:  Non-Binding Advisory Vote on Named Executive Officer Compensation as Disclosed in the Proxy Statement

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,101,785		247,011		43,355		7,106,499

 

Proposal 4:  Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2017

 

 

 

SIGNATURE

 

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, thereunto duly authorized.

 

	INNOVATIVE SOLUTIONS AND SUPPORT, INC.
Date: April 13, 2017	By:	/s/ Relland M. Winand
		Relland M. Winand
		Chief Financial Officer