Ies Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors named in the proxy statement to the Company’s Board of Directors to serve until the 2027 annual stockholders’ meeting and until their successors are elected and qualified.

2. 2

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).

   More detail

   This proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its compensation philosophy and practices—designed to align executive incentives with Company performance and long-term stockholder value—while preserving flexibility to set pay. The HR and Compensation Committee uses a mix of base salary, short-term incentive cash awards (the STIP and supplementary SSTIP for the CEO), and long-term, performance- and time-based phantom stock unit awards (LTIP and Value Creation PSUs) to motivate and retain executives. The committee engaged an independent compensation consultant and considered peer benchmarking and the Company’s financial and strategic objectives when setting pay levels. The vote is advisory and not binding on the Board, but the Board states it considers the outcome when making future compensation decisions; the Company conducted prior say-on-pay votes and continues to hold the advisory vote annually. Management’s counter-argument to any dissent would emphasize that incentive metrics (notably Adjusted Pretax Income and multi-year cumulative performance measures) tie pay to measurable company performance and that payoff levels reflect achieved results. Company-specific context includes strong fiscal 2025 financial performance (Adjusted Pretax Income exceeded targets), resulting in elevated payouts under short- and long-term programs, and special supplementary awards to incent CEO performance. The Board recommends a FOR vote on the basis that the programs appropriately reward achievement, promote retention, align with stockholder interests, and incorporate governance safeguards such as a clawback policy and independent committee oversight. Investors evaluating the proposal should weigh the non-binding nature of the vote, the transparency of disclosed compensation elements, recent realized payouts and vesting outcomes, and how those outcomes map to the Company’s financial performance and long-term strategy.

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When is the Ies Holdings Inc 2026 annual meeting?

Ies Holdings Inc (IESC) holds its 2026 annual shareholder meeting on Thursday, February 19, 2026.

What is the record date for the Ies Holdings Inc 2026 meeting?

The record date for the Ies Holdings Inc 2026 meeting is Friday, December 26, 2025. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ies Holdings Inc's 2026 meeting?

The board is presenting 8 director nominees at the Ies Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ies Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Ies Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.