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EX-99.1 - EX-99.1 - BROADWIND, INC.a10-9690_1ex99d1.htm

 

 

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 7, 2010

 

BROADWIND ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

0-31313

 

88-0409160

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

47 East Chicago Avenue, Suite 332, Naperville, Illinois 60540

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (630) 637-0315

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition.

 

On May 7, 2010, Broadwind Energy, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended March 31, 2010.  The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

 

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act regardless of any general incorporation language in such filings.

 

Item 5.07.   Submission of Matters to a Vote of Security Holders.

 

On May 5, 2010,  the Company’s annual meeting of stockholders was held.  Matters voted on by stockholders included (1) the election of six directors to the Company’s Board of Directors and (2) the ratification of the Company’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2010. 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:

 

 

 

FOR

 

WITHHELD

 

BROKER NON-VOTE

 

Charles H. Beynon

 

73,216,038

 

7,012,682

 

14,189,498

 

J. Cameron Drecoll

 

77,604,091

 

2,624,629

 

14,189,498

 

William T. Fejes, Jr.

 

75,983,581

 

4,245,139

 

14,189,498

 

Terence P. Fox

 

80,042,799

 

185,921

 

14,189,498

 

James M. Lindstrom

 

80,040,626

 

188,094

 

14,189,498

 

David P. Reiland

 

73,216,034

 

7,012,686

 

14,189,498

 

 

2.  With respect to the ratification of the Company’s appointment of Grant Thornton LLP :

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTE

 

94,175,418

 

82,801

 

159,999

 

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

 

 

99.1

 

Press Release dated May 7, 2010

 

2



 

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.

 

 

 

 

 

May 7, 2010

By:

/s/ Stephanie Kushner

 

 

Stephanie Kushner

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Press Release dated May 7, 2010

 

4