false 0001120370 0001120370 2024-05-16 2024-05-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
--12-31
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): May 16, 2024
 
bwen20240520_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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
At the 2024 Annual Meeting of Stockholders on May 16, 2024 (the “Annual Meeting”), the stockholders of Broadwind, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 30,000,000 shares to 45,000,000 shares. The Certificate of Amendment was filed with the Secretary of State of Delaware and became effective on May 16, 2024.
 
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 and is incorporated herein by reference.
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On May 16, 2024, the Annual Meeting was held. Matters voted on by the stockholders included: (i) election of six 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) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock; (iv) an amendment to the Company’s Certificate of Incorporation to permit the exculpation of officers; and (v) ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024. The results of the stockholders’ votes are reported below:
 
1. With respect to the election of directors:
 
NAME OF CANDIDATE
  
FOR
  
AGAINST
    
             
Eric B. Blashford
  
7,885,306
  
919,088
    
Philip J. Christman
  
7,786,632
  
1,062,996
    
Jeanette A. Press
  
7,831,662
  
953,368
    
David P. Reiland
  
7,624,871
  
1,160,474
    
Sachin M. Shivaram
  
8,161,924
  
720,477
    
Cary B. Wood
  
7,820,237
  
1,029,952
    
             
 
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
  
7,554,091
  
1,306,796
  
95,137
6,841,804
  
 
 
3. With respect to the approval of amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock:
 
FOR 
  
AGAINST 
  
ABSTAIN 
13,011,337
  
2,571,832
  
214,659
 
 
4. With respect to the approval of amendment to the Company’s Certificate of Incorporation to permit the exculpation of officers:
 
FOR 
  
AGAINST 
  
ABSTAIN 
  
BROKER NON-VOTES
    
7,531,549
  
1,263,965
  
160,510
  
6,841,804
    
 
5. With respect to the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024:
 
FOR 
  
AGAINST
  
ABSTAIN
14,573,338
  
1,124,777
  
99,713
 
 
Item 9.01 Financial Statement and Exhibits
 
(d) Exhibits
 
 
EXHIBIT NUMBER
DESCRIPTION
3.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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 20, 2024
By:
/s/ Eric B. Blashford
     
   
Eric B. Blashford
   
President and Chief Executive Officer
   
(Principal Executive Officer)
 
 
v3.24.1.1.u2
Document And Entity Information
May 16, 2024
Document Information [Line Items]  
Entity, Registrant Name BROADWIND, INC.
Document, Type 8-K
Current Fiscal Year End Date --12-31
Document, Period End Date May 16, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-34278
Entity, Tax Identification Number 88-0409160
Entity, Address, Address Line One 3240 South Central Avenue
Entity, Address, City or Town Cicero
Entity, Address, State or Province IL
Entity, Address, Postal Zip Code 60804
City Area Code 708
Local Phone Number 780-4800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol BWEN
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001120370
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