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): May 20, 2020
TPI Composites, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-37839 |
| 20-1590775 |
(State or other jurisdiction of incorporation) |
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| (IRS Employer Identification No.) |
8501 N. Scottsdale Rd, Gainey Center II, Suite 100, Scottsdale, Arizona 85253
(Address of principal executive offices) (Zip Code)
480-305-8910
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | TPIC | NASDAQ Global Market |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2020, TPI Composites, Inc. (the Company) held its 2020 Annual Meeting of Stockholders. The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter. For more information about these proposals, please refer to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 6, 2020.
Proposal One: Election of Directors
The stockholders elected Steven C. Lockard, William E. Siwek and Philip J. Deutch as Class I directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal.
Director's Name |
| Votes For |
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| Votes Withheld |
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| Broker Non-Votes |
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Steven C. Lockard |
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| 18,733,706 |
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| 10,702,819 |
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| 2,077,263 |
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William E. Siwek |
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| 27,457,745 |
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| 1,978,780 |
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| 2,077,263 |
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Philip J. Deutch |
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| 16,663,993 |
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| 12,772,532 |
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| 2,077,263 |
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Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm
Votes ForVotes AgainstAbstentionsBroker Non-Votes
28,727,272 2,777,279 9,237 0
Proposal Three: Non-Binding Advisory Vote on Named Executive Officer Compensation
Votes ForVotes AgainstAbstentionsBroker Non-Votes
26,295,028 3,123,756 17,741 2,077,263
Proposal Four: Non-Binding Advisory Vote on the Frequency of Non-Binding Advisory Votes on Named Executive Officer Compensation
Every One YearEvery Two YearsEvery Three YearsAbstain Broker Non-Votes
27,908,314 75,514 559,926 892,771 2,077,263
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.
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| TPI Composites, Inc. | ||
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Date: May 22, 2020 |
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| By: |
| /s/ Bryan R. Schumaker |
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| Bryan R. Schumaker |
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| Chief Financial Officer |