INNOVATIVE SOLUTIONS AND SUPPORT, INC._April 17, 2025
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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 17, 2025

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)

(IRS Employer
Identification No.)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(610) 646-9800

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.        

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

On April 17, 2025, Innovative Solutions and Support, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”).

Present at the Annual Meeting in person or by proxy were holders of 11,445,496 shares of common stock of the Company, representing 65.2% of the shares of common stock of the Company issued and outstanding and entitled to vote as of the close of business on February 20, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

The shareholders of the Company voted on the following proposals at the Annual Meeting:

 

Proposal 1: Election of Directors

  

Name

 

For

 

Withheld

 

Broker Non-Votes

Shahram Askarpour

 

3,921,473

 

1,727,474

 

5,796,549

Stephen L. Belland

 

3,932,961

 

1,715,986

 

5,796,549

Glen R. Bressner

 

3,473,873

 

2,175,074

 

5,796,549

Roger A. Carolin

 

3,926,477

 

1,722,470

 

5,796,549

Garry Dean

3,972,766

 

1,676,181

 

5,796,549

Denise L. Devine

5,562,224

 

86,723

 

5,796,549

Based on the votes set forth above, each of the following members of the Company’s Board of Directors (the “Board”) were duly elected to serve until the 2026 annual meeting of shareholders and until his successor is duly elected and qualified.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

For

 

Against

 

Abstain

 

11,363,132

35,636

46,728

The Company’s shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Fiscal Year Ending September 30, 2025.

Item 9.01.Exhibits.

(d)           Exhibits.

Exhibit No.

    

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 

Date:

April 21, 2025

By:

/s/ Jeffrey DiGiovanni

Jeffrey DiGiovanni

Chief Financial Officer