Information Services Group,Inc. (NASDAQ:III) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November8, 2017, in connection with its periodic review of corporate governance practices, the Board of Directors (the “Board”) of Information Services Group,Inc. (“ISG” or the “Company”) approved the entry into a form of indemnification agreement (an “Indemnification Agreement”) with each of its directors and named executive officers (each an “Indemnitee”). The Indemnification Agreements provide the Indemnitees with, among other things, indemnification against liabilities relating to their services and performance of their duties as directors and/or officers of the Company, to the fullest extent permitted by law. The Indemnification Agreements also require the Company to take commercially reasonable efforts to purchase and maintain one or more policies of directors’ and officers’ liability insurance to cover liabilities asserted against, or incurred by, the Indemnitees. The above description of the form of Indemnification Agreement does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the form of Indemnification Agreement, which is filed as Exhibit10.1 to this Current Report on Form8-K.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On November8, 2017, in connection with its periodic review of corporate governance practices, the Board approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”). The changes implemented by the Bylaws Amendment, which were effective immediately upon approval: (i)provide that the presiding officer at a stockholders meeting has the ability to adjourn such meeting and (ii)add an exclusive forum bylaw that designates the state and federal courts located within the State of Delaware as the sole and exclusive forum for certain legal actions, unless the Company consents in writing to the selection of an alternative forum. The above description of the form of Bylaws Amendment does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the Bylaws Amendment, which is filed as Exhibit3.1 to this Current Report on Form8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
