UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 29, 2020

Infrastructure and Energy Alternatives, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-37796
 
47-4787177
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
6325 Digital Way
Suite 460
Indianapolis, Indiana
 
46278
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (765) 828-2580
 
None.
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbols(s)
 
Name of exchange on which registered
Common Stock, $0.0001 par value
 
IEA
 
The NASDAQ Stock Market LLC
Warrants for Common Stock
 
IEAWW
 
The NASDAQ Stock Market LLC

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 (see General Instruction A.2. below):
 
¨ 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)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 29, 2020, Infrastructure and Energy Alternatives, Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders voted to, among other things, approve an amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock, par value $0.0001 per share (the “Common Stock”) from 100,000,000 shares of Common Stock to 150,000,000 shares of Common Stock. Following approval by the shareholders, on May 29, 2020, the Company filed the Certificate of Amendment with the Secretary of State of Delaware.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 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 held on May 29, 2020, a total of 16,595,739 shares of the Company’s Common Stock, representing 73.9% 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 for the Annual Meeting, as filed with the Securities and Exchange Commission on April 10, 2020):

Proposal 1: Shareholders elected the following nominees to serve as Class III directors for a term expiring at the 2023 annual meeting of shareholders by the votes set forth in the table below:
Nominee
For
Withheld
Broker Non-Votes
Derek Glanvill
13,253,293

538,477

2,803,969

Matthew Underwood
13,748,858

42,912

2,803,969


Proposal 2: Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountant for the year ending December 31, 2020 by the votes set forth in the table below:
For
Against
Abstain
Broker Non-Votes
16,537,321

28,042

30,376

—


Proposal 3: As described in Item 5.03 above, shareholders approved the Certificate of Amendment to increase the authorized number of shares of Common Stock from 100,000,000 shares of Common Stock to 150,000,000 shares of Common Stock by the votes set forth in the table below:
For
Against
Abstain
Broker Non-Votes
16,280,895

237,901

76,943

—


Proposal 4: Shareholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers by the votes set forth in the table below:
For
Against
Abstain
Broker Non-Votes
13,121,502

620,757

49,511

2,803,969


Proposal 5: Shareholders approved, on an advisory basis, a frequency of every one year for a vote, on an advisory basis, of the compensation of the Company’s Named Executive Officers by the votes set forth in the table below:
One Year
Two Years
Three Years
Abstain
13,726,409

8,163

9,720

47,478






Say on Pay Frequency Determination
The Company has considered the outcome of the vote, on an advisory basis, of the frequency of a vote, on an advisory basis, of the compensation of the Company’s Named Executive Officers. The Company has determined, as was recommended by the Company’s board of directors and shareholders, that the Company will hold future advisory votes on the compensation of the Company’s Named Executive Officers on an annual basis until the occurrence of the next advisory vote regarding the frequency of such advisory votes. The next advisory vote regarding the frequency of such advisory votes is required to occur no later than the Company's 2026 annual meeting of shareholders.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:






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 hereunto duly authorized.
 
Dated: June 1, 2020
 
 
 
 
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
 
 
 
By:
/s/ Gil Melman
 
Name: Gil Melman
 
Title:   Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer






{N4021232.1}
Exhibit 3.1


CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.

Infrastructure and Energy Alternatives, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: The Board of Directors of the Corporation adopted resolutions to amend Section 4.1 of its Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”) as set forth herein, declaring said amendment to be advisable and directing the amendment to be voted upon by the holders of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”) at its next annual meeting.

SECOND: The Certificate of Incorporation is hereby amended by deleting Section 4.1 in its entirety and inserting the following in lieu thereof:

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 151,000,000 shares, consisting of 150,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).”

THIRD: Thereafter, this Certificate of Amendment (this “Certificate of Amendment”) was submitted to a vote of the holders of the Corporation’s Common Stock at its annual meeting, and the necessary number of shares of Common Stock as required by statute were voted in favor of this Certificate of Amendment.

FOURTH: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


[Signature Page Follows]






IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 29th day of May, 2020.
 


Infrastructure and Energy Alternatives, Inc.


By: /s/ Gil Melman 
Name: Gil Melman
Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer