BROADWIND INC

DEF 14A 1 bwen20240829_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BROADWIND, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

3240 South Central Avenue

Cicero, Illinois 60804

Telephone: 708-780-4800

Dear Fellow Stockholder:

You are cordially invited to attend a special meeting of Stockholders (the “Special Meeting”) of Broadwind, Inc. (the “Company” or “Broadwind”), to be held virtually on October 23, 2024 beginning at 8:00 a.m. local time, atwww.virtualshareholdermeeting.com/BWEN2024SM*.*

Your vote is being solicited on behalf of our Board of Directors (the “Board”). You are being asked to (i) approve the ratification of the approval by the Company’s stockholders, filing and effectiveness of the certificate of amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 16, 2024 (the “Share Increase Amendment”) and the increase in the number of authorized shares of our common stock, par value $0.001 per share (the “Common Stock”), from 30,000,000 to 45,000,000, effected thereby (the “Ratification”); and (ii) approve adjournments of the Special Meeting from time to time, if necessary or appropriate (as determined by the Company), to solicit additional votes in favor of the Ratification or to establish a quorum (the “Adjournment Proposal”).

Our Board urges you to read the accompanying Proxy Statement and recommends that you vote “FOR” the Ratification Proposal and “FOR”** **the Adjournment Proposal.

The Notice of Special Meeting of Stockholders, the Proxy Statement and the proxy card accompanying this letter are also available at www.proxyvote.com*.* We are first mailing these materials to our stockholders on or about August 30, 2024.

Whether or not you plan to attend the Special Meeting, it is important that your shares be represented. You may vote your shares by telephone or over the Internet, or by returning the proxy card by completing, signing, dating and returning the proxy card by mail in the postage-paid envelope provided. Instructions regarding these three methods of voting are contained in the Proxy Statement and on the proxy card.

Thank you for your cooperation.

Very truly yours,

Eric B. Blashford President and Chief Executive Officer

August 30, 2024

If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact the Company’s proxy solicitor at the contact listed below:

BROADWIND, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON

OCTOBER 23, 2024

Notice is hereby given to the holders of the shares of common stock, par value $0.001 per share (the “Common Stock”) of Broadwind, Inc. (the “Company” or “Broadwind”), a Delaware corporation, that a Special Meeting of Stockholders (the “Special Meeting”) will be held virtually at 8:00 a.m. local time local time on October 23, 2024, atwww.virtualshareholdermeeting.com/BWEN2024SM to consider and act upon the following matters:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Special Meeting of Stockholders.

The board of directors of the Company (the“Board”) recommends a vote“FOR”** the Ratification (Proposal 1); and**“FOR”** the Adjournment Proposal (Proposal 2).**

As described in the definitive proxy statement relating to the Company’s May 16, 2024 annual meeting of stockholders (the “2024 Annual Meeting”), which was filed with the SEC on April 2, 2024 (the “2024 Annual Meeting Proxy Statement”), the Share Increase Amendment was proposed to increase the authorized number of shares of Common Stock in order to, among other reasons, support future equity incentive programs that would be separately approved by our stockholders and to fund matching contributions under our 401(k) plan. Generally, the Company believes that equity incentive awards and matching contributions under our 401(k) plan allows us to be competitive with regard to recruiting and retaining employee talent. In addition, we are evaluating the future financing needs of our business and we may use a portion of the additional authorized shares if we elect to raise capital by issuing shares of Common Stock or in connection with possible strategic transactions or partnerships. Other than the purposes listed herein, we do not have any current intentions for the additional authorized shares.

At the 2024 Annual Meeting, the Company’s stockholders voted on the Share Increase Amendment. Consistent with the applicable rules concerning the manner in which brokerage firms, banks, broker-dealers, or other similar organizations (collectively, “brokers, banks and/or other nominees”) may exercise discretionary authority to vote on “routine” matters, certain shares of Common Stock held by brokers, banks and/or other nominees and with respect to which the beneficial owners had not provided their broker, bank and/or other nominee with voting instructions were voted by the brokers, banks and/or other nominees in favor of the approval of the Share Increase Amendment. Such votes, and others cast by the Company’s stockholders, were tabulated by the Company’s inspector of elections in accordance with the applicable New York Stock Exchange (“NYSE”) rules and based on the tabulation, the inspector of elections determined that the proposal to approve the Share Increase Amendment was adopted by the requisite vote of stockholders and certified that the proposal had passed. Following this approval, the Company filed the Share Increase Amendment with the Secretary of State on May 16, 2024, and it became effective on the same date.

Following the Annual Meeting, the Company received letters from two stockholders claiming that disclosures in the Proxy Statement regarding the authority of brokers, banks and/or other nominees to vote on the Share Increase Amendment in the absence of instructions from the beneficial owners of the applicable shares were inconsistent with how votes were tabulated and counted or that the Company mistabulated uninstructed votes of brokers, banks and/or other nominees as votes in favor of the Share Increase Amendment. The stockholders requested that the Board deem the Share Increase Amendment ineffective and make appropriate disclosure of such determination or seek valid stockholder approval of the Share Increase Amendment.

The Company believes it was and is appropriate to include the affirmative votes cast by brokers, banks and/or other nominees pursuant to their discretionary authority in the tabulation of votes in favor of the Share Increase Amendment and, thus, that the Share Increase Amendment was properly approved and is effective. However, to avoid potential future litigation risk, and to eliminate any uncertainty as to the Share Increase Amendment and the validity of shares of Common Stock that in the future may be issued by virtue of the Share Increase Amendment, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to ratify the approval by the Company’s stockholders, filing and effectiveness of the Share Increase Amendment pursuant to Section 204 of the Delaware General Corporation Law DGCL (the “DGCL”). In furtherance of this Ratification, the Board unanimously adopted the resolutions attached hereto as Appendix A to the attached proxy statement on July 22, 2024, resolving, among other things, to approve the Ratification, and recommend that stockholders approve the Ratification.

Your vote is very important. Whether or not you plan to attend the Special Meeting, the Company hopes you will submit a proxy to vote as soon as possible to ensure that your vote will be counted.

Stockholders of record at the close of business on August 26, 2024 are entitled to notice of the Special Meeting and these stockholders are the only stockholders that are entitled to vote at the Special Meeting or any adjournment or postponement thereof. The Ratification is being submitted to stockholders pursuant to Section 204 of the DGCL, under which stockholders of record as of the close of business on March 28, 2024 (the record date for the 2024 Annual Meeting), other than stockholders whose identities or addresses cannot be determined from the Company’s records, are also entitled to receive notice of the Special Meeting, but are not entitled to attend the Special Meeting or vote on the Ratification or any other matter presented at the Special Meeting unless they were also stockholders of record as of the close of business on the Record Date.

The public filing of this notice and the attached proxy statement constitute the notice required to be given to the Company’s stockholders under Section 204 of the DGCL in connection with the Ratification. Under Sections 204 and 205 of the DGCL, when a matter such as the Ratification is submitted for ratification at a stockholder meeting, any claim that a defective corporate act ratified under Section 204 is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought, in this case, within 120 days from the date the Ratification is approved by the stockholders. If the Ratification is approved by stockholders, any claim that the filing and effectiveness of the Share Increase Amendment is void or voidable due to a failure of authorization, or that the Delaware Court of Chancery should declare, in its discretion, that the Share Increase Amendment not be effective or be effective only on certain conditions, must be brought, in this case, within 120 days from the date that the Ratification is approved by the stockholders.

Beginning on or about August 30, 2024, we are mailing to our stockholders this Notice of Special Meeting of Stockholders, the Proxy Statement and the proxy card. We ask that you review the Proxy Statement carefully and return your proxy promptly.Your vote is very important. Whether or not you plan to attend the Special Meeting, we urge you to vote your shares by telephone or over the Internet, as described in the enclosed proxy materials, or by returning the proxy card by mail. To return the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided.

BY ORDER OF THE BOARD OF DIRECTORS

Cary B. Wood

Chairman of the Board of Directors

August 30 , 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 23, 2024:

The Notice of Special Meeting of Stockholders, the accompanying Proxy Statement and the proxy card are available free of charge on our Internet website,www.bwen.com. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement. You may also obtain these materials at the website of the Securities and Exchange Commission at www.sec.gov.

Please sign, date, and promptly return the proxy card in the envelope provided, or vote your shares promptly by Internet or by telephone by following the instructions on the proxy card, so that you may be represented at the Special Meeting. Instructions are in the Proxy Statement, on the proxy card or, if your shares are held in “street name,” on the voting instruction form provided by your broker, bank, and/or other nominee.

The Notice of Special Meeting of Stockholders is not a form for voting and presents only an overview of the business to be conducted at the Special Meeting. The accompanying Proxy Statement includes a detailed description of the business to be conducted at the Special Meeting. We urge you to read the accompanying Proxy Statement, including the appendices, carefully and in their entirety.

If you have any questions concerning the business to be conducted at the Special Meeting, would like additional copies of the Proxy Statement or need help submitting a proxy for your shares, please contact Sodali & Co., the Company’s proxy solicitor: