Innovative Solutions adopts annual say-on-pay vote

Innovative Solutions & Support will hold non-binding say-on-pay votes every year, reflecting stockholder preference from its 2026 annual meeting.

Rhea-AI Filing Summary

INNOVATIVE SOLUTIONS & SUPPORT INC (IA) filed an amended current report to disclose its decision on how often to hold advisory votes on executive compensation. At the 2026 Annual Meeting on April 16, 2026, stockholders cast a non-binding advisory vote on the frequency of future say‑on‑pay votes, with 7,023,647 shares favoring an annual vote, 44,335 shares favoring a vote every two years, 2,234,972 shares favoring a vote every three years, and 71,071 shares abstaining.

In light of these results, the Board of Directors determined that the company will hold future say‑on‑pay votes on an annual basis, until the next required advisory vote on the frequency of say‑on‑pay votes, which must occur at least once every six years. The amendment makes no other changes to the original report.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares for one-year frequency: 7,023,647 shares Shares for two-year frequency: 44,335 shares Shares for three-year frequency: 2,234,972 shares +2 more

5 metrics

Shares for one-year frequency 7,023,647 shares Non-binding advisory vote on say-on-pay frequency at the 2026 Annual Meeting

Shares for two-year frequency 44,335 shares Non-binding advisory vote on say-on-pay frequency at the 2026 Annual Meeting

Shares for three-year frequency 2,234,972 shares Non-binding advisory vote on say-on-pay frequency at the 2026 Annual Meeting

Abstentions on frequency vote 71,071 shares Non-binding advisory vote on say-on-pay frequency at the 2026 Annual Meeting

Minimum interval for next frequency vote Once every six years Next advisory vote on the frequency of say-on-pay votes must occur at least this often

Key Terms

say-on-pay, non-binding advisory vote, Item 5.07

3 terms

say-on-pay regulatory

"On the advisory vote on executive compensation (Say-On-Pay)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

non-binding advisory vote regulatory

"in a non-binding advisory vote on the frequency of future say-on-pay votes"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Item 5.07 regulatory

"disclose, in accordance with Item 5.07(d)"

FAQ

What did INNOVATIVE SOLUTIONS & SUPPORT INC (IA) decide about say-on-pay vote frequency?

The Board determined that say-on-pay votes will be held annually. This decision follows a stockholder advisory vote where the largest number of shares supported a one-year frequency for future say-on-pay votes.

How did IA stockholders vote on say-on-pay frequency at the 2026 annual meeting?

Stockholders voted 7,023,647 shares for one year, 44,335 shares for two years, 2,234,972 shares for three years, and 71,071 shares abstained in the advisory vote on the frequency of future say-on-pay votes.

Is the say-on-pay frequency vote for IA binding on the company?

No. The filing describes the frequency vote as a non-binding advisory vote. However, the Board considered the results and chose to adopt an annual say-on-pay vote schedule consistent with the stockholder preference.

How long will IA follow the annual say-on-pay schedule?

The company will hold say-on-pay votes on an annual basis until the next advisory vote on say-on-pay frequency, which is required to occur at least once every six years.

What is the purpose of IA’s amended Form 8-K/A filed on September 4, 2026?

The amendment’s sole purpose is to disclose the Board’s decision on the frequency of future say-on-pay votes, in accordance with Item 5.07(d). It makes no other changes to the original report of the 2026 annual meeting voting results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

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 16, 2026

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-41503	23-2507402
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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:

¨ 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))

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

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

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. ¨

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Innovative Solutions and Support, Inc. (the “Company”) with the Securities and Exchange Commission on April 17, 2026 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2026 Annual Meeting of Stockholders held on April 16, 2026. The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers. No other changes have been made to the Original Form 8-K. 

Item 5.07          Submission of Matters to a Vote of Security Holders.

Proposal 4: On the advisory vote on executive compensation (Say-On-Pay)

As previously disclosed in the Original Form 8-K, in a non-binding advisory vote on the frequency of future say-on-pay votes held at the 2026 Annual Meeting, 7,023,647 shares voted for one year, 44,335 shares voted for two years, 2,234,972 shares voted for three years, and 71,071 shares abstained. In light of this result, the Board of Directors of the Company has determined that the Company will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes, which is required to take place at least once every six years.

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: September 4, 2026	By:	/s/ Jeffery DiGiovanni
		Jeffery DiGiovanni
		Chief Financial Officer

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB