--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-046322" form_type: "8-K" ticker: "ISSC" cik: "0000836690" company_name: "INNOVATIVE SOLUTIONS & SUPPORT INC" filed_at: "2023-04-18T23:59:59+00:00" generated_at: "2026-06-17T01:02:35.225316+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Innovative Solutions and Support shareholders approve charter amendment; director Churchill fails re-election ## Summary - Amendment to Articles of Incorporation approved: 11,556,358 for, 2,894,310 against (required 65% of outstanding shares). - Director Winston J. Churchill not re-elected: 5,459,764 for, 9,009,685 withheld; all other nominees re-elected. - Ratification of Grant Thornton LLP as independent auditor for FY2023 approved: 16,465,038 for, 31,286 against. - Board determined to hold advisory say-on-pay vote every three years based on shareholder frequency vote (6,925,801 for 3 years). ## SEC filing metadata - accession: 0001104659-23-046322 - form_type: 8-K - ticker: ISSC - cik: 0000836690 - company_name: INNOVATIVE SOLUTIONS & SUPPORT INC - filed_at: 2023-04-18T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/0001104659-23-046322-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/tm2312632d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-046322 - JSON: https://secwatch.observer/filing/0001104659-23-046322.json - Plain text: https://secwatch.observer/filing/0001104659-23-046322.txt ## Key facts - Governance Changes INNOVATIVE SOLUTIONS & SUPPORT INC: Filed Articles of Amendment to amend the Amended and Restated Articles of Incorporation (effective 2023-04-17). - Change: charter amendment - Effective: 2023-04-17 source text: On April 17, 2023, following the approval of a proposed amendment to the Amended and Restated Articles of Incorporation (the “ Charter ”) of Innovative Solutions and Support, Inc. (the “ Company ”) by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders (the “ Annual Meeting ”), as further described in the Company’s Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on February 24, 2023 (such amendment, the “ Amendment ” and such Proxy Statement, the “ Proxy Statement ”), the Company filed Articles of Amendment with the Department of State of the Commonwealth of Pennsylvania (the “ Department ”) in order to give effect to the Amendment. evidence_url: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/0001104659-23-046322-index.htm - Shareholder Votes INNOVATIVE SOLUTIONS & SUPPORT INC shareholders approved Advisory Vote on Executive Compensation (Say-On-Pay) at the 2023-04-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-13 source text: Advisory Vote on Executive Compensation (Say-On-Pay) The Company’s shareholders approved the resolution evidence_url: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/0001104659-23-046322-index.htm - Shareholder Votes INNOVATIVE SOLUTIONS & SUPPORT INC shareholders voted on Election of Directors at the 2023-04-13 meeting. - Proposal: director election - Meeting: 2023-04-13 source text: Name For Withheld Broker Non-Votes Shahram Askarpour 13,980,798 488,651 2,054,014 Roger A. Carolin 7,870,550 6,598,899 2,054,014 Glen R. Bressner 10,232,070 4,237,379 2,054,014 Stephen L. Belland 10,284,422 4,185,027 2,054,014 Parizad Olver (Parchi) 10,435,419 4,034,030 2,054,014 Mr. Winston J. Churchill did not receive a majority of the votes cast evidence_url: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/0001104659-23-046322-index.htm - Shareholder Votes INNOVATIVE SOLUTIONS & SUPPORT INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-04-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-13 source text: The Company’s shareholders ratified and approved the appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2023 as follows: For Against Abstain Broker Non-Votes 16,465,038 31,286 27,139 0 evidence_url: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/0001104659-23-046322-index.htm - Shareholder Votes INNOVATIVE SOLUTIONS & SUPPORT INC shareholders approved Proposed Amendment to the Amended and Restated Articles of Incorporation of the Company at the 2023-04-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-13 source text: The Amendment received the required vote of 65% of the Company’s issued and outstanding shares and was therefore approved by the Company’s shareholders as follows: For Against Abstain Broker Non-Votes 11,556,358 2,894,310 18,781 2,054,014 evidence_url: https://www.sec.gov/Archives/edgar/data/836690/000110465923046322/0001104659-23-046322-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.