IES (IESC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 19, 2026, will be held virtually to enhance participation and reduce costs and environmental impact.

• Proxy materials, including the 2025 Annual Report, are available online, with voting accessible via internet, phone, or mail.

• Record date for voting is December 26, 2025; each share of common stock is entitled to one vote per proposal.

Voting matters and shareholder proposals

• Stockholders will vote on electing eight directors, ratifying Ernst & Young LLP as auditors for fiscal 2026, and an advisory vote on executive compensation.

• Proposals require a majority or plurality of votes as specified; broker non-votes and abstentions do not affect outcomes.

• Stockholders may submit proposals for the 2027 meeting by September 9, 2026, following specific bylaw procedures.

Board of directors and corporate governance

• Board set at eight members, with a majority required to be independent per Nasdaq and SEC standards.

• All current directors are standing for re-election; independence and qualifications are reviewed annually.

• Board committees (Audit, HR Compensation, Nominating/Governance) are composed entirely of independent directors.

• Board leadership structure separated roles of Executive Chairman and CEO as of July 1, 2025, to enhance oversight.

• Stockholders can communicate directly with the Board and committees; codes of ethics and conduct are in place.