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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): April 24, 2025

 

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  001-33287  20-5261587
(State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
incorporation)     Identification No.)

 

2187 Atlantic Street

Stamford, CT 06902

(Address of principal executive offices)

 

(203) 517-3100

(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 (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 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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading Symbol(s)  Name of each exchange on which registered
Shares of Common Stock, $0.001 par value  III  The Nasdaq Stock Market LLC

 

 

 

 

 

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On April 24, 2025, Information Services Group, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 48,255,149 shares of the Company’s common stock outstanding and entitled to vote, 43,666,054 shares were represented at the Annual Meeting in person or by proxy, or an approximately 90.48% quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

 

Proposal 1: Election of Directors. The stockholders elected each of Michael P. Connors and Christine Putur as directors to hold office until the 2028 Annual Meeting of Stockholders and until their successors have been elected and have qualified to hold such office. The results of the election for each director were as follows:

 

Directors  Votes Cast For   Votes Withheld   Broker Non-Votes 
Michael P. Connors   34,578,052    2,602,477    6,485,525 
Christine Putur   34,325,725    2,854,804    6,485,525 

 

Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2025. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:

 

For   Against   Abstain 
41,845,771    1,790,069    30,214 

 

Proposal 3: Non-Binding Advisory Vote on Executive Compensation. The stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as described in the Company’s proxy statement distributed in connection with the Annual Meeting. The voting results were as follows:

 

For   Against   Abstain   Broker Non-Votes 
33,467,278    3,684,029    29,222    6,485,525 

 

Proposal 4: Amendment to Amended and Restated 2007 Equity and Incentive Award Plan. The stockholders approved an amendment to the Company’s Amended and Restated 2007 Equity and Incentive Award Plan, as further amended, primarily to increase the number of shares of common stock available for issuance under such plan by 4,400,000 shares. The voting results were as follows:

 

For   Against   Abstain   Broker Non-Votes 
34,120,381    3,042,807    17,341    6,485,525 

 

Proposal 5: Amendment to Amended and Restated 2007 Employee Stock Purchase Plan. The stockholders approved an amendment to the Company’s Amended and Restated 2007 Employee Stock Purchase Plan, as further amended, primarily to increase the number of shares of common stock available for issuance under such plan by 1,200,000 shares. The voting results were as follows:

 

For   Against   Abstain   Broker Non-Votes 
35,934,917    1,222,398    23,214    6,485,525 

 

 

 

 

SIGNATURES

 

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: April 25, 2025 INFORMATION SERVICES GROUP, INC.
   
   
  By: /s/ Michael P. Connors
    Michael P. Connors
    Chairman and Chief Executive Officer