INNOVATIVE SOLUTIONS & SUPPORT INC — Board/Management Information 2015

Aug 6, 2015

8-K 1 a15-17059_28k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

Washington, DC 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): August 5, 2015

*INNOVATIVE SOLUTIONS AND SUPPORT, INC.*

(Exact name of registrant as specified in its charter)

Pennsylvania	000-31157	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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.*

As previously announced, effective July 31, 2015, Robert A. Mionis resigned from the board of directors (the “Board”) of Innovative Solutions and Support, Inc. (the “Company”). Mr. Mionis was serving as a member of the Audit Committee and the Compensation Committee of the Board prior to his resignation. On August 5, 2015, as a result of this resignation, the Company received a customary notice from the Nasdaq Stock Market, LLC (“Nasdaq”) that it was no longer in compliance with (a) Nasdaq Listing Rule 5605(c)(2)(A), which requires that a listed company’s audit committee be comprised of at least three members, all of whom are independent, and (b) Nasdaq Listing Rule 5605(d)(2)(A), which requires that a listed company’s compensation committee be comprised of at least two members, all of whom are independent.

While the Board will determine a suitable member to replace Mr. Mionis on the Audit Committee and the Compensation Committee, in accordance with Nasdaq Listing Rules 5605(c)(4) and 5605(d)(4), respectively, the Company has a cure period until the earlier of the Company’s next annual stockholders’ meeting or July 31, 2016 to add a third member to the Audit Committee and a second member to the Compensation Committee and regain compliance. The Company expects to comply with the Nasdaq audit and compensation committee requirements within the specific cure period.

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*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.

/s/ Relland Winand
Relland Winand
Chief Financial Officer

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