Business Context and Reporting Period
This Form 8-K Current Report for Broadwind, Inc. (formerly Broadwind Energy, Inc.) covers events occurring on May 1, 2020, and May 4, 2020. The filing primarily documents the completion of the Company's Annual Meeting of Stockholders and the subsequent legal formalization of a corporate name change.
Key Financial Metrics
This filing is a current report regarding corporate governance and structural changes. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the Company's most recent 10-K or 10-Q filings for financial performance details.
Material Changes
- Corporate Name Change: Effective May 4, 2020, the Company changed its name from "Broadwind Energy, Inc." to "Broadwind, Inc." via a Certificate of Amendment filed with the Delaware Secretary of State.
- Bylaws Amendment: The Board approved the "Third Amended and Restated Bylaws" to reflect the name change and update governance procedures, including stockholder list preparation, director tenure terms, stock certificate signing authority, and corporate seal specifications.
- Trading Symbol: The common stock continues to trade on The NASDAQ Capital Market under the symbol "BWEN."
Stockholder Vote Results and Governance
On May 1, 2020, stockholders voted on four key matters. The results were as follows:
- Election of Directors: All seven nominees (Eric B. Blashford, Philip J. Christman, Terence P. Fox, Stephanie K. Kushner, David P. Reiland, Thomas A. Wagner, and Cary B. Wood) were elected. Vote counts ranged from approximately 5.6 million to 6.2 million "For" votes.
- Name Change Approval: Stockholders approved the Certificate of Amendment to change the corporate name.
- For: 12,213,903
- Against: 129,281
- Abstain: 78,414
- Say-on-Pay Vote: Stockholders approved the non-binding advisory vote on executive compensation.
- For: 5,389,792
- Against: 568,100
- Abstain: 396,942
- Auditor Ratification: Stockholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for 2020.
- For: 12,169,910
- Against: 105,222
- Abstain: 146,466
Investor Verification Checklist
- Verify the updated corporate name "Broadwind, Inc." in future filings and press releases.
- Confirm that the stock ticker symbol remains "BWEN" on The NASDAQ Capital Market.
- Review the full text of the Third Amended and Restated Bylaws (Exhibit 3.2) for specific governance rule changes.
- Consult the most recent 10-K or 10-Q for financial performance data, as this 8-K contains no financial metrics.