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INFORMATION SERVICES GROUP INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

April 29, 2014



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) As discussed below, on April 29, 2014, Information Services Group, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan (the "Amended Incentive Plan") in order to, among other things, reserve 5,150,000 new shares under such plan for future award grants (with each share delivered under such plan counting as one share against the share pool) and to authorize the grant of incentive awards denominated in cash, which may qualify as "performance-based compensation" under Internal Revenue Code Section 162(m). At the Annual Meeting, the Company's stockholders also approved an amendment to the Information Services Group, Inc. 2007 Employee Stock Purchase Plan (as amended and restated, the "Amended ESPP") primarily to increase the number of shares of common stock available for issuance under such plan by 1,200,000 shares.

The material features of the Amended Incentive Plan and the Amended ESPP are summarized in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on March 21, 2014 in connection with the Annual Meeting, which summaries are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference. Those summaries and the above descriptions of the Amended Incentive Plan and the Amended ESPP do not purport to be complete and are qualified in their entirety by reference to the Amended Incentive Plan and the Amended ESPP, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 29, 2014, the Company held its Annual Meeting. Of the 37,195,106 shares outstanding and entitled to vote, 29,229,749 shares were represented at the meeting in person or by proxy, or an approximately 79% quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Election of Directors. The stockholders elected Neil G. Budnick and Gerald S. Hobbs as directors to hold office until the 2017 Annual Meeting of Stockholders and until their successors have been elected and have qualified to hold such office. The results of the election for each director are as follows:

Directors Votes Cast For Votes Withheld Broker Non-Votes Neil G. Budnick 20,139,822 71,384 9,018,543 Gerald S. Hobbs 20,138,922 72,284 9,018,543



Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2014. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014. The voting results are as follows:

For Against Abstain 29,225,255 1,699 2,795



Proposal 3: Non-Binding Advisory Vote on Executive Compensation. The stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as described in the proxy statement. The voting results are as follows:

For Against Abstain Broker Non-Votes 19,798,592 371,364 41,250 9,018,543



Proposal 4: Amended and Restated 2007 Equity and Incentive Award Plan. The stockholders approved the Company's Amended and Restated 2007 Equity and Incentive Award Plan. The voting results are as follows:

For Against Abstain Broker Non-Votes 18,139,503 2,051,975 19,728 9,018,543

Proposal 5: Amendment to Employee Stock Purchase Plan. The stockholders approved the amendment to the Company's 2007 Employee Stock Purchase Plan primarily to increase the number of shares of common stock available for issuance under that plan by 1,200,000 shares. The voting results are as follows:

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For Against Abstain Broker Non-Votes 19,708,545 403,283 99,378 9,018,543



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit.

10.1 Information Services Group, Inc. Amended and Restated 2007 Equity and

Incentive Award Plan (incorporated herein by reference to Annex A of the

Company's definitive Proxy Statement filed on March 21, 2014)

10.2 Information Services Group, Inc. Amended and Restated 2007 Employee Stock

Purchase Plan (incorporated herein by reference to Annex B of the

Company's definitive Proxy Statement filed on March 21, 2014)

99.1 Section entitled "Proposal 4: Amended and Restated 2007 Equity and

Incentive Award Plan" in the Company's Proxy Statement (incorporated

herein by reference to the Company's definitive Proxy Statement filed on

March 21, 2014)

99.2 Section entitled "Proposal 5: Amendment to Employee Stock Purchase Plan"

in the Company's Proxy Statement (incorporated herein by reference to the Company's definitive Proxy Statement filed on March 21, 2014) 2



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Source: Edgar Glimpses