INDUSTRIAL SERVICES OF AMERICA, INC. (NASDAQ:IDSA) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02Unregistered Sale of Equity Securities.
On July 9, 2018, consistent with the previously disclosed non-employee director compensation program of Industrial Services of America, Inc. (the “Company”), the Compensation Committee of the Board of Directors of the Company granted each of the four non-employee directors 13,228 restricted stock units (“RSUs”) in accordance with a Restricted Stock Unit Grant Agreement (the “RSU Agreement”) to the Company’s 2009 Long Term Incentive Plan, as amended (the “2009 Plan”). The grants followed the election of the non-employee directors at the annual meeting of shareholders of the Company on July 9, 2018.
Unless the RSUs are forfeited to the 2009 Plan or the RSU Agreement, the RSUs vest in full on the first annual anniversary date of grant. Each RSU represents the right to receive one share of the Company’s common stock upon the vesting of the RSU. All of the RSUs will immediately vest upon a change in control of the Company. Vesting may also be accelerated in certain cases upon the death or disability of the grant recipient.
The RSUs and the underlying common stock are issued to the non-employee directors in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. The securities were not offered to a general solicitation, no underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.
The foregoing description of the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)As further described in Item 3.02 above, the Compensation Committee of the Board of Directors granted to each of the Company’s non-employee directors, including the former Interim CEO, 13,228 RSUs. The information set forth in Item 3.02 above is hereby incorporated into this Item 5.02.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of the Company on July 9, 2018, shareholders (1) elected each of the five Company nominees to serve a one year term on the Company's Board of Directors and (2) ratified the appointment of MCM CPAs& Advisors LLPas the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. The resultsof the voting are shown below.
Proposal 1 – Election of Board of Directors
|Company Nominees||Votes For||Votes Withheld||Broker Non-Votes|
|Albert A. Cozzi||4,747,893||96,848||3,016,986|
|Todd L. Phillips||3,267,461||1,577,280||3,016,986|
Proposal 2-Ratification of Appointment of Independent Registered Public Accounting Firm
|Votes For||VotesAgainst||Abstain||Broker Non-Votes|
Item 9.01Financial Statements and Exhibits.
Exhibit No. Description
Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors.
INDUSTRIAL SERVICES OF AMERICA INC ExhibitEX-10.1 2 ex101_1.htm EXHIBIT 10.1 EXHIBIT 10.1 INDUSTRIAL SERVICES OF AMERICA,…To view the full exhibit click
About INDUSTRIAL SERVICES OF AMERICA, INC. (NASDAQ:IDSA)
Industrial Services of America, Inc. buys, processes and markets ferrous and non-ferrous metals, and other recyclable commodities. The Company operates through Recycling Segment. The Company’s Recycling Segment collects, purchases, processes, and sells ferrous and non-ferrous scrap metal to steel mini-mills, integrated steel makers, foundries and refineries. It buys, dismantles and sells used auto parts. It purchases ferrous and non-ferrous scrap metal from industrial and commercial generators of steel, iron, aluminum, copper, stainless steel and other metals, and from scrap dealers and retail customers who deliver these materials to its facilities. It processes scrap metal through sorting, cutting and baling. Its non-ferrous scrap recycling operations consist of collecting, sorting and processing various grades of copper, aluminum, stainless steel and brass. Its used automobile yard purchases automobiles so that retail customers can locate and remove used parts for purchase.