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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): November 19, 2020


Infrastructure & 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

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© 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2020, the Board of Directors (the “Board”) of Infrastructure and Energy Alternatives, Inc. (the “Company”), based on the recommendation of the Company’s Corporate Governance and Nominating Committee and a majority of its independent directors, elected Laurene Bielski Mahon to serve as a Class III member of the Board. Ms. Mahon will serve until the 2023 annual meeting of shareholders, or until her successor is elected and qualified or her earlier death, resignation, removal or retirement. Ms. Mahon will serve on the Audit Committee.

There are no arrangements or understandings between Ms. Mahon and any other persons pursuant to which Ms. Mahon was elected to serve as a director. The Company has determined that neither Ms. Mahon, nor any of her immediate family members, has or had, a direct or indirect material interest in any transaction in which the Company or any of the Company’s subsidiaries was or is a participant, that would be required to be disclosed under Item 404(a) of SEC Regulation S-K.

The Company has entered into a standard director indemnity agreement with Ms. Mahon, a form of which was filed as Exhibit 10.8 to the Company’s Amendment No. 1 to Form S-1 filed with the Securities and Exchange Commission on May 2, 2016.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release issued on November 23, 2020 regarding Ms. Mahon’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended or the Exchange Act, unless specified.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).






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: November 23, 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





IMAGE1A.JPG

INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. ANNOUNCES THE ADDITION OF
LAURENE BIELSKI MAHON TO BOARD OF DIRECTORS

Indianapolis, IN – November 23, 2020 – Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA) (“IEA” or the “Company”), a leading infrastructure construction company with renewable energy and specialty civil expertise, today announced the appointment of Ms. Laurene Bielski Mahon to the Company’s Board of Directors, effective immediately. Ms. Mahon has been designated a Class III director and meets the Nasdaq independence standards. She will serve as an independent director on the Audit Committee. With Ms. Mahon’s appointment, IEA’s Board of Directors increases to nine members.

Ms. Mahon is currently a Vice Chair at CIBC World Markets Corp. and oversees its infrastructure investment banking business, a position she has held since 2018. Previously, she was head of CIBC’s Global Infrastructure and Power Group. Prior to joining CIBC in 2013, Ms. Mahon was a senior expert within McKinsey & Company’s infrastructure practice. She also ran her own independent advisory consultancy for 11 years and has served in several senior roles, including Managing Director, North America for Chase Securities, Inc., now J.P. Morgan Securities, where she directed all of the firm’s project finance lending, underwriting and advisory business in North America.

Ms. Mahon began her career in infrastructure as a transportation planner for the Port Authority of New York and New Jersey. She also spent several years as a journalist for The Boston Globe and The Bergen Record before serving in numerous executive roles at New Jersey Transit, including as Deputy Chief Financial Officer. Ms. Mahon received a BS in Journalism, summa cum laude, from Boston University and a Master’s in Urban Planning from Harvard University’s Graduate School of Design. She currently serves on the Board of Directors of Public Media NJ, Inc., a not-for-profit public affairs company.

“It is with great pleasure that we welcome Laurie to our Board of Directors,” said Derek Glanvill, IEA’s Chairman of the Board. “Laurie’s exceptional background will complement our existing directors’ experiences, while also offering new perspectives and ideas to our Board.”

About IEA

Infrastructure and Energy Alternatives, Inc. is a leading infrastructure construction company with renewable energy and specialty civil expertise. Headquartered in Indianapolis, Indiana, with operations throughout the country, IEA’s service offering spans the entire construction process. The Company offers a full spectrum of delivery models including full engineering, procurement, and construction, turnkey, design-build, balance of plant, and subcontracting services. IEA is one of the larger providers in the renewable energy industry and has completed more than 200 utility scale wind and solar projects across North America. In the heavy civil space, IEA offers a number of specialty services including environmental remediation, industrial maintenance, specialty transportation infrastructure and other site development for public and private projects. For more information, please visit IEA’s website at www.iea.net or follow IEA on Facebook, LinkedIn and Twitter for the latest company news and events.



Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “expect,” “could,” “may,” “intend,” “plan” and “believe,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statements in this release. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to IEA’s periodic filings with the Securities and Exchange Commission, including those described as “Risk Factors” in IEA’s annual report on Form 10-K filed on March 12, 2020 and its quarterly reports on Form 10-Q. IEA does not undertake any obligation to update forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


Contact:
Kimberly Esterkin
ADDO Investor Relations
iea@addoir.com

310-829-5400