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Published: 2022-08-31 17:05:25 ET
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 31, 2022

 

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  001-33287  20-5261587
(State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
incorporation)     Identification No.)

 

2187 Atlantic Street

Stamford, CT 06902

(Address of principal executive offices)

 

(203) 517-3100

(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 (see General Instruction A.2 below):

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading Symbol(s)  Name of each exchange on which registered
Shares of Common Stock, $0.001 par value  III  The Nasdaq Stock Market LLC

 

 

 

 

 

 

ITEM 8.01. OTHER EVENTS

 

On August 31, 2022, Michael P. Connors, Chairman and Chief Executive Officer of Information Services Group, Inc. (the “Company”), entered into a written stock selling plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”) to sell a limited number of shares of the Company’s common stock. Rule 10b5-1 provides guidelines for officers, directors and other insiders to prearrange sales of securities in a manner that avoids concerns about initiating stock transactions while in possession of material nonpublic information. The Plan allows for the sale of a maximum of 1,200,000 shares of the Company’s common stock, commencing on October 3, 2022 and continuing until all such shares are sold or March 15, 2023, whichever occurs first.

 

Mr. Connors is currently the Company’s second largest shareholder, beneficially owning approximately 10.9% of the Company’s total outstanding common stock as of August 31, 2022. Since the Company’s initial public offering in 2007, Mr. Connors has not sold any of his shares, other than deemed dispositions of shares of the Company’s common stock to the Company as a result of withholding of shares of common stock to satisfy tax withholding obligations in connection with vesting of restricted stock units. Mr. Connors has informed the Board that the purpose of his Plan is to sell a small portion of his holdings (i) as part of estate planning in order to diversify his personal investments and (ii) to minimize the market effect of stock sales by spreading them out over time. Even if all the shares are sold under the Plan, Mr. Connors is still expected to remain one of the largest shareholders of the Company and own in excess of six times his annual base salary in accordance with the Company’s stock ownership guidelines.

 

Once executed, transactions under the Plans will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report modifications, terminations or other activities under current or future Rule 10b5-1 plans established by our officers and directors or significant shareholders.

 

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SIGNATURES

 

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 hereunto duly authorized.

 

Dated: August 31, 2022 INFORMATION SERVICES GROUP, INC.
   
  By: /s/ Michael P. Connors
    Michael P. Connors
    Chairman and Chief Executive Officer

 

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