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 27, 2017
BROADWIND ENERGY, 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 27, 2017, the Company’s Annual Meeting of Stockholders 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) a non-binding advisory vote on the frequency of the Say-on-Pay vote; and (iv) ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2017. 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 |
Terence P. Fox | 4,958,096 | 53,550 | 58,711 | 6,000,863 |
Stephanie K. Kushner | 4,829,086 | 83,409 | 157,862 | 6,000,863 |
Persio V. Lisboa | 4,799,734 | 216,363 | 54,260 | 6,000,863 |
David P. Reiland | 4,774,326 | 237,421 | 58,610 | 6,000,863 |
Thomas A. Wagner | 4,768,452 | 243,294 | 58,611 | 6,000,863 |
Cary B. Wood | 3,778,773 | 1,237,287 | 54,297 | 6,000,863 |
| 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 |
4,715,346 | 336,447 | 18,564 | 6,000,863 |
| 3. | | With respect to the non-binding advisory vote on the frequency of the Say-on-Pay vote: |
| | | | |
ANNUALLY | EVERY 2 YEARS | EVERY 3 YEARS | ABSTAIN | BROKER NON-VOTES |
3,483,146 | 808,504 | 756,456 | 22,251 | - |
The Company has considered the outcome of this advisory vote and has determined that, as recommended by the Company’s board of directors in the proxy statement for the 2017 Annual Meeting of Stockholders, the Company will hold future Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes.
| 4. | | With respect to the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2017: |
| | | |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
10,932,013 | 99,542 | 39,665 | - |
SIGNATURE
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.
| BROADWIND ENERGY, INC. |
| | |
April 28, 2017 | By: | /s/ Stephanie K. Kushner |
| | |
| | Stephanie K. Kushner |
| | Chief Executive Officer and Chief Financial Officer |
| | (Principal Executive Officer and Principal Financial Officer) |
