Shareholders approve all 2026 proposals at IES Holdings (NASDAQ: IESC) meeting

Rhea-AI Filing Summary

IES Holdings, Inc. reported the results of its 2026 Annual Stockholders Meeting held on February 19, 2026. Stockholders elected all eight director nominees, with each receiving between 17.1 million and 17.7 million votes in favor, significantly more than votes withheld.

Stockholders also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. In addition, they approved, on an advisory basis, the compensation of the company’s named executive officers, as described in the proxy statement for the meeting.

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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):						February 19, 2026

IES Holdings, Inc.

Delaware			001-13783			76-0542208
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. Employer Identification No.)

13131 Dairy Ashford Rd, Suite 500, Sugar Land, Texas 77478

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 860-1500

 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 Instructions 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))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

IESC

NASDAQ Global Market

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 5.07     Submission of Matters to a Vote of Security Holders.

On February 19, 2026, IES held its 2026 Annual Stockholders Meeting (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected all of the Company’s nominees for Director, (2) ratified the appointment of Ernst & Young LLP as the Company’s certified public accountants for the fiscal year ending September 30, 2026, and (3) approved, by advisory vote, the compensation of the Company’s named executive officers, each as described in the proxy statement for the Annual Meeting.

(1) Proposal One: Election of Directors to serve until the 2027 Annual Stockholders Meeting and until their successors are duly elected and qualified (or until their earlier death, resignation or removal). Each Director was elected as follows:

						NAME						FOR						WITHHELD						BROKER NON-VOTE
01—						Jennifer A. Baldock						17,426,386						283,126						1,198,172
02—						Todd M. Cleveland						17,211,450						498,062						1,198,172
03—						John L. Fouts						17,573,511						136,001						1,198,172
04—						David B. Gendell						17,601,265						108,247						1,198,172
05—						Jeffrey L. Gendell						17,611,837						97,675						1,198,172
06—						Kelly C. Janzen						17,690,737						18,775						1,198,172
07—						Joe D. Koshkin						17,111,245						598,267						1,198,172
08—						Matthew J. Simmes						17,640,587						68,925						1,198,172

(2) Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company’s certified public accountants for the Company for fiscal year 2026 was approved as follows:

18,780,073

116,678

10,933

N/A

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

(3) Proposal Three: Approval, by advisory vote, of the compensation of the Company’s named executive officers, as described in the proxy statement for the Annual Meeting:

16,424,769						1,275,174						9,569						1,198,172
FOR						AGAINST						ABSTAIN						BROKER NON-VOTE

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number			Description
104 —			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

IES HOLDINGS, INC.

Date:			February 20, 2026			/s/ Mary K. Newman
						Mary K. Newman
						Chief Administrative Officer, General Counsel and Corporate Secretary

FAQ

What did IES Holdings (IESC) announce from the 2026 Annual Stockholders Meeting?

IES Holdings reported that stockholders elected all eight director nominees, ratified Ernst & Young LLP as auditor for fiscal 2026, and approved the advisory vote on named executive officer compensation. These matters were described in detail in the company’s proxy statement for the meeting.

Were all IES Holdings (IESC) director nominees elected at the 2026 Annual Meeting?

Yes, all eight IES Holdings director nominees were elected. Each nominee received substantially more votes “for” than “withheld,” with individual support ranging from about 17.1 million to 17.7 million shares voting in favor, confirming broad stockholder backing for the current board slate.

Which auditor did IES Holdings (IESC) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as IES Holdings’ independent registered public accounting firm for the fiscal year ending September 30, 2026. This ratification confirms continued engagement of the same audit firm to review the company’s financial statements for the upcoming fiscal period.

How did IES Holdings (IESC) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of IES Holdings’ named executive officers. The vote supported the pay programs described in the proxy statement for the 2026 Annual Stockholders Meeting, reflecting stockholder agreement with the company’s approach to executive compensation practices.

What key governance items were on IES Holdings’ (IESC) 2026 Annual Meeting agenda?

The agenda included electing eight directors, ratifying Ernst & Young LLP as independent auditor for fiscal 2026, and an advisory vote on named executive officer compensation. Stockholders approved each of these proposals at the February 19, 2026 Annual Stockholders Meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.1 KB