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BWEN Broadwind

Filed: 5 May 21, 11:50am

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): April 30, 2021

 

bwen20210503_8kimg001.jpg

 

 

BROADWIND, INC.

(Exact Name of Registrant as Specified in Its Charter)

     

Delaware

 

001-34278

 

                  88-0409160

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

3240 South Central Avenue, Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (708) 780-4800

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

☐ 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 the Exchange Act (17 CFR 240.13e-4(c))

 

   

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

BWEN

The NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 ☐

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 30, 2021, Broadwind, Inc. (the “Company”) held its Annual Meeting of Stockholders. Matters voted on by the stockholders included: (i) election of seven directors to hold office for a term of one year or until their successors are duly elected and qualified; (ii) a non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay” vote); (iii) approval of a second amendment (the “EIP Amendment”) to the Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan, as previously amended (the “A&R 2015 EIP”) to increase the number of shares of common stock available for awards under such plan (the “Share Increase”), and (iv) ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2021. The results of the stockholders’ votes are reported below:

 

1. With respect to the election of directors, the following directors were elected by the indicated votes:

 

NAME OF CANDIDATE

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

Eric B. Blashford

 

7,365,368

 

71,930

 

34,749

 

4,616,769

Philip J. Christman

 

7,382,532

 

53,984

 

35,531

 

4,616,769

Terence P. Fox

 

4,730,073

 

2,718,190

 

23,784

 

4,616,769

Stephanie K. Kushner

 

7,079,659

 

367,804

 

24,584

 

4,616,769

David P. Reiland

 

6,849,747

 

588,693

 

33,607

 

4,616,769

Thomas A. Wagner

 

7,122,128

 

316,116

 

33,803

 

4,616,769

Cary B. Wood

 

7,394,218

 

44,203

 

33,626

 

4,616,769

 

2. With respect to the non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay” vote):

 

FOR 

 

AGAINST 

 

ABSTAIN 

 

BROKER NON-VOTES 

 

7,273,537

 

131,914

 

66,596

 

4,616,769

 

 

3. With respect to the approval of the EIP Amendment to the A&R 2015 EIP regarding the Share Increase:

 

FOR 

 

AGAINST 

 

ABSTAIN 

 

BROKER NON-VOTES 

 

6,926,041

 

491,476

 

54,530

 

4,616,769

 

 

4. With respect to the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2021:

 

FOR 

 

AGAINST

 

ABSTAIN

11,981,880

 

60,017

 

46,919

 

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

BROADWIND, INC.

   

May 5, 2021

By:

/s/ Jason L. Bonfigt

   
  

Jason L. Bonfigt

  

Vice President and Chief Financial Officer

  

(Principal Financial Officer)