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 26, 2022

 

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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 26, 2022, Broadwind, Inc. (the “Company”) held its Annual Meeting of Stockholders. Matters voted on by the stockholders included: (i) election of five 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) ratification of the third amendment of the Company’s Section 382 Rights Agreement; and (iv) ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2022. 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

 

4,816,299

 

322,423

 

60,662

 

6,514,800

Philip J. Christman

 

4,593,478

 

547,371

 

58,535

 

6,514,800

David P. Reiland

 

4,680,557

 

459,948

 

58,879

 

6,514,800

Thomas A. Wagner

 

4,682,970

 

455,299

 

61,115

 

6,514,800

Cary B. Wood

 

4,823,706

 

328,214

 

47,464

 

6,514,800

 

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 

 

4,763,849

 

245,540

 

189,995

 

6,514,800

 

 

3. With respect to the ratification of the third amendment of the Company’s Section 382 Rights Agreement:

 

FOR 

 

AGAINST 

 

ABSTAIN 

 

BROKER NON-VOTES 

 

4,707,712

 

434,419

 

57,253

 

6,514,800

 

 

4. With respect to the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2022:

 

FOR 

 

AGAINST

 

ABSTAIN

11,482,263

 

125,332

 

106,589

 

 

 

 

 

 

 

 

 

 

 

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.

     

April 29, 2022

By:

/s/ Eric B. Blashford

     
   

Eric B. Blashford

   

President, Chief Executive Officer, and Interim Chief Financial Officer

   

(Principal Executive Officer and Principal Financial Officer)